My Size, Inc. Annual Report 2019

Plain-text annual report

10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.10K 1 f10k2019_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2019☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)Delaware510394637(State or jurisdiction ofIncorporation or organization)I.R.S EmployerIdentification No.4 Hayarden St. P.O.B. 1026, Airport City, Israel7010000(Address of principal executive offices)(Zip code)+972 72 3331002(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareMYSZThe Nasdaq Capital MarketSecurities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a wellknown seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation ST (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.Large accelerated filer☐Accelerated filer☐Nonaccelerated filer☒Smaller Reporting Company☒Emerging Growth Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2019, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $16,746,829.Number of shares of common stock outstanding as of March 1, 2020 was 2,600,701.Documents Incorporated by Reference: None.Table of ContentsPart IItem 1.Business2Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Selected Financial Data31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk36Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Part IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47Part IVItem 15.Exhibits, Financial Statement Schedules48Signatures50iPART IIn this Annual Report on Form 10K, unless the context requires otherwise, the terms “we,” “our,” “us,” or “the Company” refer to MySize, Inc., a Delawarecorporation, and its subsidiaries, including MySize Israel 2014 Ltd. taken as a whole.References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwiseindicated, U.S. dollar translations of NIS amounts presented in this Annual Report on Form 10K for the year ended on December 31, 2019 are translated using therate of NIS 3.456 to $1.00.CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Annual Report on Form 10K contains certain forwardlooking statements within the meaning of Section 27A of the Securities Act and Section 21E ofthe Exchange Act. Any statements in Annual Report on Form 10K about our expectations, beliefs, plans, objectives, assumptions or future events or performanceare not historical facts and are forwardlooking statements. These statements are often, but not always, made through the use of words or phrases such as“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumedfuture results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future managementand organizational structure are all forwardlooking statements. Forwardlooking statements are not guarantees of performance. They involve known and unknownrisks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels ofactivity, performance or achievements expressed or implied by any forwardlooking statement.Any forwardlooking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10K. Someof the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forwardlookingstatements include but are not limited to:●our history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;●risks related to our ability to continue as a going concern;●the new and unproven nature of the measurement technology markets;●our ability to achieve customer adoption of our products;●our dependence on assets we purchased from a related party and the risk that such assets may in the future be repurchased;●our ability to enhance our brand and increase market awareness;●our ability to introduce new products and continually enhance our product offerings;●the success of our strategic relationships with third parties;●information technology system failures or breaches of our network security;●competition from competitors;●our reliance on key members of our management team;●current or future litigation; and●the impact of the political and security situation in Israel on our business.1The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forwardlooking statements.You should read this Annual Report on Form 10K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10K,completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the informationappearing in this Annual Report on Form 10K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10K, couldcause actual results or outcomes to differ materially from those expressed in any forwardlooking statements made by us or on our behalf, you should not placeundue reliance on any forwardlooking statements. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID19, also known as coronavirus, wasreported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including Israel, andinfections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertainand cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus ortreat its impact. In particular, the continued spread of the coronavirus globally, including in Israel, could adversely impact our operations and workforce, includingour marketing and sales activities and ability to raise additional capital, which in turn could have an adverse impact on our business, financial condition and resultsof operation.Further, any forwardlooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forwardlookingstatement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergefrom time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements. Wequalify all of the information presented in this Annual Report on Form 10K, and particularly our forwardlooking statements, by these cautionary statements.ITEM 1. BUSINESSOverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.Our SolutionOur cloudbased software platform provides accurate sizing and measurement with broad applications including the online fashion/apparel industry,logistics and courier services and home DIY. This proprietary technology is driven by several patented algorithms which are able to calculate and recordmeasurements in a variety of novel ways. Although specific functionality varies by product, our core solutions address the need for highly accurate measurementsin a variety of consumer friendly, every day uses.The following are some select key features:●Integration Capability. We design our solutions to be flexible and configurable, allowing our clients to match their use of our algorithms and softwarewith their specific business processes and workflows. Our platform has been organically developed from a common code base, data structure and userinterface, providing a consistent user experience with powerful features that are easily adaptable to our clients’ needs;●Intuitive user experience. Our intuitive, easytouse interface is based on current technology multiple focus groups and automatically adapts to users’devices, including mobile platforms, thereby significantly increasing accessibility of our solutions;●Big Data Generation. While we supply to the user the information he/she requires, we gather certain vital information such as body measurement andpackage volume which can be used anonymously to help the retailer acquire predictive size information on stocking, operations and consumers thatmay be in between sizes. All this information is being gathered and stored on our servers where it can be used by retailers;2●White Label Solution. Our solutions can be transformed into white label applications at an extra cost to any customer that wants to utilize or embedour technology within their systems; and●NonInvasive. Owing to our unique, noninvasive technology, the smartphone camera is not used for measurement; all the measurements are recordedby moving the smartphone over the consumer’s body or package, thus ensuring greater privacy.Our Growth StrategyWe intend to drive revenue primarily through penetration of the U.S. market through a B2B2C model in the verticals we are targeting. We intend to pursuethe following growth strategies:●Sign Additional Commercial Agreements with U.S. Retailers. During 2019, we entered into a license agreement for MySizeID with Penti, a leadingmulticategory retail fashion underwear brand and we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company. We are in various stages of discussions with U.S. retailers for thedeployment of our measurement technology with a view to entering into additional commercial agreements.●Pursue a TwoPronged Commercialization Strategy. We are seeking to accelerate adoption of our solutions both through direct partnerships with ecommerce websites as well as through third party platform websites. While we seek to directly enter into partnerships with companies maintaining ecommerce websites in the apparel, courier and DIY markets, we are also seeking to deploy our solutions on third party platforms. MySizeIDis availablefor online retailers utilizing the WooCoomerce, Shopify and Lightspeed platforms while BoxSize is available on the Honeywell Marketplace and inAugust 2019 was approved for Honeywell’s Independent Software Vendor Program.●Ongoing Investment in our Technology Platform. We intend to continue to invest in building new software capabilities and extending our platform tobring the power of accurate measurement to a broader range of applications.●Grow our database. As the usage of our measurement apps increases, our database of information including user behavior and body measurementsgenerates valuable statistics. Such data can be used in the big data market for targeted advertising and for blind consumer data mining.The MarketsThe mass adoption of mobile technologies such as tablets and smartphones has led to a surge of consumer activity online. Tasks that were once primarilybrickandmortar – shopping for clothes, shipping a package, or buying supplies for a DIY home renovation project – have now shifted to digital, as consumersprefer the convenience of shopping anywhere, anytime.Ecommerce’s meteoric rise has been a boon to retailers who can offer shoppers a simple customer experience through desktop or mobile devices.According to Sale Cycle, in the U.S. ecommerce sales for 2017 were $453.5 billion, an increase of 16% from the year prior. While many sectors have found ways toincrease revenue through ecommerce, ecommerce is still plagued by issues that cut into profits and negatively impact the bottom line, such as customer returns,low consumer conversion, and associated restocking and shipping costs.Fashion/ApparelThe fashion market is one of the fastest growing sectors of online retail – what was already an approximately $332 billion market in 2016 is projected toincrease to over $633 billion in 2021 according to statista. However, conveniences of online shopping, including simple search filters, the ability to purchase apparelwithout trying it on, and free returns, have led consumers to a more freewheeling buying style that is costing retailers major dollars.3One of the biggest causes for returns are sizing issues, due in part to a truly universal sizing system that leaves consumers guessing what size they need orordering multiple sizes and returning the ones that do not fit, all the retailer’s expense. Research shows that 30% of all online purchases are returned.To address this issue, we have developed an innovative mobile technology for retailers, known as MySizeID. MySizeID enables shoppers to generatehighly accurate measurements of their body to find proper fitting clothes and accessories, through the use of our App on their mobile phone or through a simplequestionnaire if the user decide not to download the app. MySizeID syncs the user’s measurement data to a sizing chart integrated through a retailer’s (or a whitelabeled) mobile application, and only presents items for purchase that match their measurements to ensure a correct fit. MySizeID is available for license by retailersand download by consumers on both iOS and Android operating systems.Shipping/ParcelAccording to Pitney Bowes, parcel revenue in 2017 in 13 major countries around the world was $279 billion or 75 billion parcels with the number of parcelsprojected to grow to 100 billion by 2020. In the shipping/parcel industry, the dimensions of a package are critical. It is not merely the measurement of a package orbox – but rather the amount of space that the package or box will take up on a truck, airplane, or ship that will be transporting the package or box. Far too often,retailers use unfit packaging for their items, adding additional costs in materials and shipping fees.To address this issue for shipping companies, we have developed an innovative mobile technology known as BoxSize. BoxSize enables customers toquickly and easily measure the size and volume of a parcel to accurately calculate shipping fees. It also offers shipping companies a variety of precise logistical datafor more efficiently managing their supply chain, providing them with an accurate way to compare the physical package with what is in the shipping manifest.BoxSize solution is available for license on both iOS and Android operating systems.BoxSize is available on the Honeywell Marketplace and in August 2019 was approved for Honeywell’s Independent Software Vendor Program., and MySizewas granted an independent software vendor (ISV) status on the platform of Zebra Technologies.DIYSimilar to issues in the apparel and fashion market, big box, hardware, furniture, and DIY stores are plagued by returns due to incorrect fit andmeasurements. In an industry where precise measurement for projects is an absolute necessity, ecommerce has not grown as quickly as in other industries which webelieve is due to lack of consumer confidence in measurements at home and buying the correct item online.To address this issue for retailers, we have developed an innovative mobile technology known as SizeUp. SizeUp is a digital tape measure that allows usersto measure length, width and height of a surface by moving their smartphone from point to point of an object or space. SizeUp is a valueadd for DIY and homeimprovement retailers whose customers struggle to find the appropriately sized items (like blinds or curtains) for their homes or projects due to inaccuratemeasurements. SizeUp also is designed to replace rulers, tape measures and other measuring tools used for DIY projects. SizeUp is available for consumer downloadon both iOS and Android operating systems, with more than 1,140,000 consumer downloads to date.MySizeIDWe have released the MySizeID app for both iOS and Android which assists consumers to take highly accurate measurement of their own body in order tosize clothing in the best way possible without the need to try the clothes on before purchasing. The benefit of our application is that it simplifies the process ofpurchasing clothes online and significantly reduces the rate of returns of illfitting clothing. The application is the result of a research and development effort that combines:●anthropometric research – analyses of information pertaining to body measurements derived from a survey and the subsequent determination ofcorrelations between body parts;●body measurement algorithm research – an algorithm created by us to measure body parts;●retailers size chart analyses – adopting a deep understanding of the size charts of retailers and the corresponding “body to garment size.”4MySizeID allows consumers to create a secure, online profile of their personal measurements, which can then be utilized, with partnered online retailers, toensure that no matter the manufacturer or size chart, they will get the right fit. MySizeID operates based on the use of existing sensors in smart phones which enable,through a specific purpose application, the measurement of the body of any consumer by moving the smartphone phone along his or her body. The MySizeIDapplication does not rely on user photographs or any additional hardware; all a user needs to do is scan their body with their smartphone and the applicationrecords their measurements. The measurements can then be saved in our database in the cloud, enabling the user to search for clothes in various retailer websiteswithout worrying about size. When a search is made, the retailer will connect to our cloud database, and then provide results based on the user’s measurements andother parameters as he or she may have defined. This data is also saved for use when a customer enters a brick and mortar store to help serve the customer moreefficiently and to provide a better shopping experience.Figure 1: Screenshot of MySizeID on smartphone and ecommerce websiteAs part of the integration process, we offer to the retailer three main components:●Mobile App. MySizeID comes in the form of a native app or as white label app. Our native app can be used “as is” integrated into the retailer’s ecommerce website. Alternatively, it can be white labeled according to the retailer’s needs in a manner that showcases the retailer brand (colors, logoetc.). The retailer can also receive the MySizeIDstandard development kit, or SDK, and integrate it into its own existing application so the retailer’sconsumers will not have to have two separate apps when shopping online.During 2019, we released a rebranded app with a new look and feel from the user experience. We also released a new graphical SDK to make theintegration to an existing app even easier. During 2019, we also released a tool that enables consumers to accurately measure band and cup size forbras and lingerie as research shows approximately 80% of consumers wear the wrong size bra.5●Widget. When a consumer enters into the retailer’s website and looks for a specific item, he or she can click on the MySizeID widget which will informthe consumer of his or her recommended size, based on his or her actual measurements, as measured using the app and the item he or is looking at.Figure 2: Screenshot of MySizeID widget on Modelista websiteWe have further developed the widget during 2019 and added two important features:Manual mode – which allows the user to obtain size from the following parameters: gender, height and weight only. Thus we are able to give a sizeestimation even without having all the measurements made with the app.Guest mode allows a user that does not wish to sign up to MySizeID as a user, to obtain size recommendations as well.6Another feature we added is the in between sizing feature. Our system can detect a user that has body dimensions that place the user between sizes andlets the user know that. That way a user can choose between the two sizes according to the user’s fit preference. (tight/loose/average).●MyDash Platform The MyDash platform is a smart backoffice system where the retailer enters all the information regarding its size charts thatcorrelates to every product in its ecommerce site, and where the retailer can access the information on its users. This system is very flexible and cancustomize itself to every retailer’s needs. In 2019, we improved the MyDash system to be much more accessible, added walkthroughs, user guides andchanged the user interface and much more for the ease of use. We added mails mechanism, automatic error detections and size validation mechanism.Figure 3: Screenshot of BackOffice System7As we are licensing the technology, we are currently offering MySizeID to retailers on a pay per use basis and a monthly subscription fee. In a pay per usebusiness model, every time the consumer obtains a recommended size, we charge the retailer for the usage.In addition, we have developed applications for third party ecommerce platforms so that retailers who use those platforms will find our application on theplatform’s app store and will be able to easily install it in their store. In February 2019, MySizeID became available for online retailers utilizing the Shopify platform.Fashion and apparel retailers using Shopify can now deploy the MySizeID turnkey solution through the simple integration of the MySizeID widget on their site. Also in 2019, we released applications for Lightspeed and for WooCommerce which are the biggest ecommerce platform in the market allowing more retailers toeasily integrate and use the MySizeID solution.BoxSizeBoxSize is an intuitive parcel measurement application that can provide realtime logistic data on package volumes and transportation, resulting inimproved operational efficiency and reduced operating expenses. In addition, BoxSize allows customers to easily measure the size of their parcel with theirsmartphone, calculate shipping costs and arrange for a convenient pickup time for the package. In 2018, we released BoxSize for Android which has a greatermarket opportunity since, based on our experience, most courier companies are using Android based handheld devices. As a result, BoxSize is available both on iOSand Android.Figure 4: Screenshot of BoxSizeWe have developed the “Two Shots”, an algorithm that is intended to make package measurement even faster through two measurements, to measure theheight, width and depth, of a package rather than three separate measurements.In 2019, we announced the general availability of BoxSize mobile measurement solution on the Honeywell Marketplace. In addition, BoxSize was approvedfor Honeywell’s Global Vendor Program BoxSize and is now available to provide highly accurate mobile measurement solutions for thousands of Honeywell clients.In 2019, we also developed a new dashboard for the courier companies to have all the required data about each package in one place. It includes packagedimensions, pictures, scan geo location and more. The dashboard also let the courier use Webhooks, which allows him to get the information from his own system.8Agreement with Katz Delivery Services, LTDOn November 20, 2015, we entered into an agreement, or the Katz Agreement, with Katz Deliveries, LTD, or Katz, one of the largest courier services in Israel.Pursuant to the Katz Agreement, the parties have agreed to mutually work together to develop and integrate MySize technology with the Katz ERP to accuratelymonitor the volume of all parcels delivered to it for shipment by its clients. The goal is for Katz to use our technology to help with planning its distribution routes,thus reducing operational costs by adjusting the distribution vehicles to the volume of the shipments.KatzID was developed for Katz and is to be used to measure packages, boxes and pallets at Katz’ logistics center. The app allows users to scan the barcodeof a package and measure the package dimensions using MySize’s SizeIT technology (described below) and then subsequently upload the information directly toKatz’s back office. The technology is being used to control package volumes and accurately charge Katz’ customers accordingly.In September 2018, we entered into a new agreement with Katz pursuant to which we are licensing to Katz on a softwareasaservice basis KatzID for amonthly fee based on the number of packages measured. We have completed integration of KatzID into the Katz ERP system. To date, there have been no materialrevenues from this agreement.SizeUpWe are working on additional consumer applications. One of these applications is in the category of DIY. This application is a smart tape measure for thebusiness to consumer market which allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy of plus orminus 2 centimeters. Through the use of this application users will be able to visualize how an object or a piece of furniture will fit in an existing room in their homeor office. As many people have difficulty with spatial recognition, we hope this will help alleviate the problem. During 2018 we expanded availability of SizeUp tomore than 45 different iOS and Android smartphone models worldwide. It also added Google Vision for image content analysis, object detection, and titlesuggestions. As of March 1, 2020, there have been over 1,300,000 downloads of the SizeUp app.Currently the SizeUp app for Android and iOS is available for free for the first 30 days, after which a user will be required to register via email and pay aonetime fee of $1.99 to continue using the application. To date, revenues from downloads have been minimal.SizeITWe have developed SizeIT, a smart measuring tape SDK for both Android and iOS platforms. SizeIT provides users with the ability to instantly andaccurately measure objects with a quick movement of their mobile device. SizeIT, the core technology behind MySizeID, SizeUp, and BoxSize applications, can beembedded into any company’s existing or white label mobile app in a short period of time, offering an efficient solution to the escalating costs associated withproduct sizing issues and returns. SizeIT enables users to measure objects by moving their mobile device from one side of an object to another side of the object.Our algorithm utilizes a mobile device’s motion sensors to calculate the travelled distance.A new graphical SizeIT SDK was developed to make it easier and faster to implement the SDK for users who would like to avoid developing their owngraphical user interface.Research and DevelopmentOur research and development team is responsible for the research, algorithm, design, development, and testing of all aspects of our measurement platformtechnology. We invest in these efforts to continuously improve, innovate, and add new features to our solutions.We incurred research and development expenses of approximately $1.5 million in 2019, $1.1 million in 2018 and $0.8 million in 2017, relating to thedevelopment of its applications and technologies. We intend to continue to invest in our research and development capabilities to extend our platform and bring ourmeasurement technology to a broader range of applications.9Sales and MarketingIn 2019, we launched a commercialization strategy that directs our sales efforts toward both sales to ecommerce players in specific vertical markets such asfashion/apparel and shipping/delivery as well as to ecommerce third party platform providers. As of March 1, 2020, we have two fulltime sales professionals in theUnited States who lead our efforts to penetrate the U.S. marketplace through driving market awareness, generating customer leads, building out a sales pipeline, anddeveloping customer relationships.We believe an effective method to market our suite of products is for users to actively use and explore its capabilities. We encourage free trials of one ormore of our products in order to successfully convert those accounts to paid subscriptions.Proprietary RightsWe rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractualprotections, to protect our proprietary technology. As of December 31, 2019, we owned five issued patents one in each of Russia, Canada and Japan and two in the U.S., which expire between January 20,2033 and May 11, 2035, and we have sixteen additional patent applications in process. As of such date, we do not have any registered trademarks.We cannot provide any assurance that our proprietary rights with respect to our products will be viable or have value in the future since the validity,enforceability and type of protection of proprietary rights in softwarerelated industries are uncertain and still evolving.Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use informationthat we regard as proprietary. Policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our softwareproducts exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect proprietary rights to asgreat an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available in those jurisdictions.Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation of such rights by others.Further, in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights, particularly in thesoftware and Internetrelated industries. We can become subject to intellectual property infringement claims as the number of our competitors grows and ourproducts and services overlap with competitive offerings. These claims, even if not meritorious, could be expensive to defend and could divert management’sattention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantialaward of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. We maybe unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.Government RegulationWe are subject to a number foreign and domestic laws and regulations that involve matters central to our business. These laws and regulations mayinvolve privacy, data protection, intellectual property, or other subjects. Many of the laws and regulations to which we are subject are still evolving and being testedin courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often areuncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolverapidly, it is possible that we, our products, or our platform may not be, or may not have been, compliant with each such applicable law or regulation.10In particular, we are subject to a variety of federal, state and international laws and regulations governing the processing of personal data. Many U.S. stateshave passed laws requiring notification to data subjects when there is a security breach of personally identifiable data. There are also a number of legislativeproposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection lawsin Europe and other jurisdictions outside the United States can be more restrictive than those within the United States, and the interpretation and application ofthese laws are still uncertain and in flux.For example, the General Data Protection Regulation, or GDPR, which took effect on May 25, 2018, enhances data protection obligations for entities thatprocess personal data about individuals, including obligations to cooperate with European data protection authorities, implement security measures and keeprecords of personal data processing activities. Noncompliance with the GDPR can trigger fines equal to the greater of €20 million or 4% of global annual revenue. Inaddition, the California Consumer Privacy Act of 2018, or CCPA, effective as of January 1, 2020, gives California residents expanded rights to access and requiredeletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, that is expected to increase data breach litigation. Further,failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may exposeus to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the currentenforcement measures and sanctions. Given the breadth and depth of changes in data protection obligations, meeting the requirements of GDPR and otherapplicable laws and regulations has required significant time and resources, including a review of our technology and systems currently in use against therequirements of GDPR and other applicable laws and regulations. We have taken various steps to prepare for complying with GDPR and other applicable laws andregulations however there can be no assurance that these steps are sufficient to assure compliance. Further, additional EU laws and regulations (and member states’implementations thereof) further govern the protection of individuals and of electronic communications. If our efforts to comply with GDPR or other applicable lawsand regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results of operations, and our ability touse personal data of individuals could be significantly impaired.CompetitionWe operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programinglanguages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements. Our competitors includeTrue Fit, Virtusize, EasyMeasure, AR MeasureKit, and Smart Measure.The principal competitive factors in our market include the following:●product and platform features, architecture, reliability, privacy and security, performance, effectiveness, and supported environments;●product extensibility and ability to integrate with other technology infrastructures;●digital operations expertise;●ease of use of products and platform capabilities;●total cost of ownership;●adherence to industry standards and certifications;●strength of sales and marketing efforts;●brand awareness and reputation; and●focus on customer success.We believe we generally compete favorably with our competitors on the basis of these factors. We expect competition to increase as other established andemerging companies enter our markets, as customer requirements evolve, and as new products and technologies are introduced. We expect this to be particularlytrue as we are a smartphonebased offering that does not need to utilize the smartphone’s camera, and our competitors may also seek to repurpose their existingofferings to provide similar solutions. Many of our competitors have substantially greater financial, technical, and other resources, greater name recognition, largersales and marketing budgets, broader distribution, and larger and more mature intellectual property portfolios.11EmployeesAs of March 1, 2020, we had a total of 27 employees, of which 23 were fulltime employees, including 8 in sales and marketing, 15 in technology anddevelopment and 4 in administration and finance. None of our employees are represented by a collective bargaining agreement, nor have we experienced any workstoppage. We consider our relationship with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualifiedengineers, sales and marketing, account management, and senior management personnel.Company InformationOur principal executive offices are located at 4 Hayarden St., P.O. Box 1026, Airport City, Israel 7010000, and our telephone number is +97236009030. Ourwebsite address is www.mysizeid.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it inany way a part of, this Annual Report on Form 10K.We use our website (www.mysizeid.com) as a channel of distribution of Company information. The information we post through this channel may bedeemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls andwebcasts. The contents of our website are not, however, a part of this Annual Report on Form 10K.Corporate HistoryWe were incorporated in the State of Delaware on September 20, 1999 under the name Topspin Medical, Inc. In December 2013, we changed our name toKnowledgetree Ventures Inc. Subsequently, in February 2014, we changed our name to MySize, Inc.From inception through 2012, we were engaged in research and development of a medical magnetic resonance imaging, or MRI, technology forinterventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer. In January 2012, we acquiredMetamorefix Ltd., or Metamorefix. Metamorefix was incorporated in 2007, and was engaged in the development of innovative solutions for the rehabilitation oftissues, particularly skin tissues. By the end of 2012, we ceased operations and in January 2013, we sold our entire ownership interest in Metamorefix.In September 2013, Ronen Luzon, our Chief Executive Officer, acquired control of the Company from Asher Shmuelevitch, according to which Mr. Luzonpurchased 1,755,950 shares of common stock from Mr. Shmuelevitch, which shares represented approximately 40% of the issued and outstanding capital stock of theCompany at such time, thus becoming a controlling shareholder of the Company. In connection with the acquisition, Mr. Luzon reached a settlement with our thencreditors pursuant to which the main creditor, Mr. Shmuelevitch, was paid a total sum of approximately $140,000 in consideration for a full and final waiver of any andall his claims that he may have relating to any monetary indebtedness of the Company to the creditors.In February 2014, My Size Israel 2014 Ltd., or My Size Israel, our wholly owned subsidiary, entered into a Purchase Agreement, or the Purchase Agreement,with Shoshana Zigdon, or the Seller, who at the time was a beneficial owner of more than 20% of our outstanding shares, with respect to the acquisition by us ofcertain rights related to the collection of data for measurement purposes including rights in the venture, the method and a patent application that had been filed bythe Seller (PCT/IL2013/050056), or the Assets. In consideration for the sale of the Assets, we agreed to pay to Seller, 18% of our operating profit, directly orindirectly connected with the Assets together with valueadded tax in accordance with the law for a period of seven years from the end of the development period ofthe aforementioned venture. In addition to the foregoing, the Purchase Agreement provides that all developments, improvements, knowledge and knowhowdeveloped and/or accumulated by us after the execution of the Purchase Agreement will be owned by us. Further, the Seller agreed not to compete, directly orindirectly, with us in any matter relating to the Assets for a period of seven years from the end of the development period of the venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million), each a “Repurchase Event”. If a Repurchase Event occurs, the Seller shall have a 90 day right, subject to delivery of writtennotice to us of Seller’s intention to exercise such right, to repurchase the Assets from us. The repurchase price will be based upon a market price to be determined byone or more external appraisers. Unless the Seller provides written notice of retraction of Seller’s intention to repurchase the Assets, the Seller shall be obligated torepurchase the Assets within 60 days from the date of receipt of the appraisal. Seller shall have the right to retract its intention to repurchase the Assets, providedSeller gives written notice to us within 30 days of receiving the appraisal and subject to the Seller refunding to us the expenses borne by us in respect of theappraisal. To date, no material income has been derived from the Assets.In September 2005, we commenced trading on the Tel Aviv Stock Exchange, or TASE. Between 2007 and 2012 we reported as a public company with theSEC. In August 2012, we suspended our reporting obligations. In mid2015 we resumed reporting as a public company. On July 25, 2016, our common stock beganpublicly trading on the Nasdaq Capital Market under the symbol “MYSZ”.12ITEM 1A. RISK FACTORSAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information inthis Annual Report on Form 10K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the followingrisks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial conditionand results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose allor part of your investment.Risks Related to Our Financial Position and Capital RequirementsWe have historically incurred significant losses and there can be no assurance when, or if, we will achieve or maintain profitability.We realized a net loss of approximately $5.5 million and $6.0 million for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $28.5million as at December 31, 2019. Because of the numerous risks and uncertainties associated with the development of our products and business, we are unable topredict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources,shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital,expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investmentin us.Our limited operating history makes it difficult to evaluate our business and prospects.We have only been developing our measurement technology since 2014. Since then, our operating history has been primarily limited to research anddevelopment, pilot studies, raising capital, and limited sales and marketing efforts. Therefore, it may be difficult to evaluate our business and prospects. We have notyet demonstrated an ability to commercialize our products. Consequently, any predictions about our future performance may not be accurate, and you may not beable to fully assess our ability to complete development and/or commercialize our products, and any future products.13We will need to raise additional capital to meet our business requirements in the future, which is likely to be challenging, could be highly dilutive andmay cause the market price of our common stock to decline.Based on our projected cash flows and the cash balances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fundour obligations through August 2020. However, in order to meet our business objectives in the future, we will need to raise additional capital, which may not beavailable on reasonable terms or at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition.The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability tocontinue as a going concern.We have incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its abilityto continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2019 were prepared under the assumption that wewould continue our operations as a going concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in itsreport on our financial statements for the year ended December 31, 2019. If we are unable to improve our liquidity position, by, among other things, raising capitalthrough public or private offerings or reducing our expenses, we may exhaust our cash resources and will be unable to continue our operations. If we cannotcontinue as a viable entity, our shareholders would likely lose most or all of their investment in us. 14Risks Related to Our Company and Our BusinessWe may never successfully develop any products or generate revenues.We only recently transitioned into the commercialization phase of our products and have only generated minimal revenues to date. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.The market for our measurement technology is new and unproven, may experience limited growth and is highly dependent on U.S. retailers and onlinethird party resellers adopting our flagship product, MySizeID.The market for our measurement technology is relatively new and unproven and is subject to a number of risks and uncertainties. We believe that ourfuture success will depend in large part on market adoption of our flagship product, MySizeID, by U.S. retailers and online third party resellers. In order to grow ourbusiness, we intend to focus on educating retailers and resellers and other potential customers about the benefits of our measurement technology, expanding thefunctionality of our products and bringing new products to market to increase market acceptance and use of our technology. Our ability to develop and expand themarket that our products address depends upon a number of factors, including the cost savings, performance and perceived value associated with such products.The market for our products could fail to develop or there could be a reduction in interest or demand for our products as a result of a lack of consumer acceptance,technological challenges, competing products and services, weakening economic conditions and other causes. We may never successfully commercialize ourproducts and if our products fail to achieve market acceptance, this would have a material adverse effect on our business, results of operations and financialcondition. Our business may be adversely affected by the impact of coronavirus.Public health epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus emerged in Wuhan, HubeiProvince, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several othercountries, including Israel, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmentalmeasures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our sales and marketing effortsdepend, in part, on attendance at inperson meetings, industry conferences and other events, and as a result some of our sales and marketing activities have beenhalted. The extent to which coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted withconfidence, including the duration of the outbreak, new information which may emerge concerning the severity of coronavirus and the actions to containcoronavirus or treat its impact, among others. In particular, the continued spread of coronavirus in Israel and globally could adversely impact our operations,including among others, our sales and marketing efforts and our ability to raise additional funds, and accordingly, the impact of coronavirus could have an adverseimpact on our business and our financial results.Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to grow our business and achieve broadermarket acceptance of our products.Our ability to achieve customer adoption, especially among U.S. retailers will depend, in part, on our ability to effectively organize, focus and train our salesand marketing personnel. We have limited experience selling to U.S. retailers and only recently established a U.S. sales force. We believe that there is significantcompetition for experienced sales professionals with the skills and industry knowledge that we require. Our ability to achieve significant revenue growth in thefuture will depend, in part, on our ability to recruit, train and retain a sufficient number of experienced sales professionals, particularly those with experience sellingto U.S. retailers. In addition, even if we are successful in hiring qualified sales personnel, new hires require significant training and experience before they achievefull productivity, particularly for sales efforts targeted at U.S. retailers and new markets. Because we only recently started sales efforts, we cannot predict whether, orto what extent, our sales efforts will be successful.We expect our sales cycle to be long and unpredictable and require considerable time and expense before executing a customer agreement, which maymake it difficult to project when, if at all, we will obtain new customers and when we will generate revenue from those customers.As we seek adoption of our products by U.S. retailers, we expect to incur higher costs and long sales cycles, especially as a result of the coronavirusoutbreak. In this market segment, the decision to adopt our products may require the approval of multiple technical and business decision makers, includingsecurity, compliance, procurement, operations and IT. In addition, while U.S. retailers may be willing to deploy our products on a limited basis, before they willcommit to deploying our products at scale, they often require extensive education about our products and significant customer support time, engage in protractedpricing negotiations and seek to secure readily available development resources. As a result, it is difficult to predict when we will obtain new customers and begingenerating revenue from these customers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospectivecustomer and before we are able to generate any revenue from such agreement. We have no assurance that the substantial time and money spent on our salesefforts will generate significant revenue. If conditions in the marketplace generally or with a specific prospective customer change negatively, it is possible that nodefinitive agreement will be executed, and we will be unable to recover any of these expenses. If we are not successful in targeting, supporting and streamlining oursales processes and if revenue expected to be generated from a prospective customer is not realized in the time period expected or not realized at all, our ability togrow our business, and our operating results and financial condition may be adversely affected. If our sales cycles lengthen, our future revenue could be lower thanexpected, which would have an adverse impact on our operating results and could cause our stock price to decline.15We are substantially dependent on assets we purchased from a related party, and if we lose the rights to such assets or the assets are repurchased forany reason, our ability to develop existing and new applications based upon these assets would be harmed, and our business, results of operations andfinancial condition would be materially and adversely affected.In February 2014, we entered into a Purchase Agreement with a related party, Shoshana Zigdon, pursuant to which we acquired certain rights related to thecollection of data for measurement purposes. Our business is substantially dependent upon the Assets we acquired pursuant to the Purchase Agreement.Therefore, our ability to develop and commercialize our applications depends upon the effectiveness and continuation of the Purchase Agreement. If we lose therights, including the rights to the patent that comprise the Assets, our ability to develop existing and new applications would be harmed. In consideration for thesale of the Assets, we agreed to pay to Ms. Zigdon, 18% of our operating profit, directly or indirectly connected with the Assets together with valueadded tax inaccordance with the law for a period of seven years from the end of the development period of the aforementioned venture.The Purchase Agreement may be terminated by either party in the event of an uncured material breach. The Purchase Agreement further provides that theSeller is entitled to repurchase the Assets from us upon the occurrence of one or more of the following events: (a) in the case of liquidation or bankruptcy; or (b) ifon the seventh anniversary of the execution of the Purchase Agreement, the amount of our income, directly and/or indirectly derived from the Assets is less thanNIS 3.6 million (approximately $1 million). To date, we have only generated limited revenue. If Ms. Zigdon repurchases the Assets, our ability to develop andcommercialize our products would be significantly harmed and we may cease operations.If we are not able to enhance our brand and increase market awareness of our company and products, then our business, results of operations andfinancial condition may be adversely affected.We believe that enhancing the “MySize” brand identity and increasing market awareness of our company and products, particularly among U.S. retailers, iscritical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness oracceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired.The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfullydifferentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident thaterodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction inquality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes forprolonged periods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weatherconditions during our most favorable months or periods may exacerbate the effect of adverse weather on consumer traffic and may cause fluctuations in ouroperating results from quartertoquarter within a fiscal year.If we do not develop enhancements to our products and introduce new products that achieve market acceptance, our business, results of operationsand financial condition could be adversely affected.Our ability to attract new customers depends in part on our ability to enhance and improve our existing products, increase adoption and usage of ourproducts and introduce new products. The success of any enhancements or new products depends on several factors, including timely completion, adequatequality testing, actual performance quality, and overall market acceptance. Enhancements and new products that we develop may not be introduced in a timely orcosteffective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products or may not achieve the broad marketacceptance necessary to generate significant revenue. Furthermore, our ability to increase the usage of our products depends, in part, on the development of newuse cases for our products and may be outside of our control. If we are unable to successfully enhance our existing products to meet evolving customerrequirements, increase adoption and usage of our products, develop new products, then our business, results of operations and financial condition would beadversely affected.16The mobile technology industry is subject to rapid technological change and, to compete, we must continually enhance our mobile Apps and customdevelopment services.We must continue to enhance and improve the performance, functionality and reliability of our products. The mobile technology industry is characterizedby rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies andthe emergence of new industry standards and practices that could render our products obsolete. Our success will depend, in part, on our ability to both internallydevelop and enhance our existing products, develop new products that address the increasingly sophisticated and varied needs of our customers, and respond totechnological advances and emerging industry standards and practices on a costeffective and timely basis. The development of our technology involvessignificant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customerrequirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, wemay not be able to increase our revenue and expand our business.Changes in economic conditions could materially affect our business, financial condition and results of operations.Because our primary target customers include U.S. retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumerdiscretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies andreductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatileeconomic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business,financial condition and results of operations.Our growth depends, in part, on the success of our strategic relationships with third parties.To grow our business, we anticipate that we will continue to depend on relationships with third parties, such as our customers and third party platforms.Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If we are unsuccessful in establishing ormaintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our results of operationsmay suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.We rely upon third parties to provide distribution for our applications, and disruption in these services could harm our business.We currently utilize, and plan on continuing to utilize over the current fiscal year, thirdparty networking providers and distribution through companiesincluding, but not limited to, Apple and Google as well as Shopify, WooCommerce and, Honeywell and Zebra to distribute our technologies. If disruptions orcapacity constraints occur, we may have no means of replacing these services, on a timely basis or at all. This could cause a material adverse condition for ouroperations and financial earnings.We rely on thirdparty hosting and cloud computing providers to operate certain aspects of our business. Any failure, disruption or significantinterruption in our network or hosting and cloud services could adversely impact our operations and harm our business.Our technology infrastructure is critical to the performance of our products and customer satisfaction. Our products run on a complex distributed system,or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated bythirdparties that we do not control and which would require significant time to replace. We expect this dependence on thirdparties to continue. In particular, asignificant portion, if not almost all data storage, data processing and other computing services and systems is hosted by cloud computing providers. Anydisruptions, outages and other performance problems relating to such services, including infrastructure changes, human or software errors and capacity constraints,could adversely impact our business, financial condition or results of operations.17Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss,telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Anydamage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on ourbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operationalprocedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We update our products on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our products until after theyare deployed to a customer. We have discovered and expect we will continue to discover errors, failures and bugs in our products and anticipate that certain of theseerrors, failures and bugs will only be discovered and remediated after deployment. Real or perceived errors, failures or bugs in our platform could result in negativepublicity, government inquiries, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers for losses sustained bythem. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct theproblem.We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, or customer data, including personal data.In connection with the operation of our business, we store, process and transmit data, including personal and payment information, about our employeesand customers, a portion of which is confidential and/or personally sensitive. Unauthorized disclosure or loss of sensitive or confidential data may occur through avariety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through ourinformation systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/orstatesponsored organizations, who may develop and deploy viruses, worms or other malicious software programs. Such disclosure, loss or breach could harm ourreputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information,resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our thirdpartyvendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks mayincrease as we introduce new products and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict amongthe various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personalinformation or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment toour reputation in the marketplace.18A material breach in security relating to our information systems and regulation related to such breaches could adversely affect us.Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, andthe increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties, some of which may be linked toterrorist organizations or hostile foreign governments. For example, a cybercriminal could use cybersecurity threats to gain access to sensitive information aboutanother company or to alter or disrupt news or information to be distributed by PR Newswire. Cybersecurity attacks are becoming more sophisticated and includemalicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in criticalsystems, unauthorized release of confidential or otherwise protected information and corruption of data, substantially damaging our reputation. Any person whocircumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations. We incur significant coststo protect against security breaches, and may incur significant additional costs to alleviate problems caused by any breaches. Our failure to prevent securitybreaches, or wellpublicized security breaches affecting the Internet in general, could significantly harm our reputation and business and financial results.Our products and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, dataprotection and information security, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive andconfidential information. Any failure of our products to comply with or enable our customers to comply with applicable laws and regulations would harm ourbusiness, results of operations and financial condition.We and our customers that use our products may be subject to privacy and data protectionrelated laws and regulations that impose obligations inconnection with the collection, processing and use of personal data, financial data, health or other similar data. The U.S. federal and various state and foreigngovernments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiableinformation of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws toimpose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and useof personally identifiable information obtained from individuals located in the EU or by businesses operating within their jurisdiction, which are often morerestrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security ofpersonally identifiable information that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses and, in somejurisdictions, IP addresses and other online identifiers. For example, in April 2016 the EU adopted the General Data Protection Regulation, or GDPR, which took fulleffect on May 25, 2018. The GDPR enhances data protection obligations for businesses and requires service providers (data processors) processing personal dataon behalf of customers to cooperate with European data protection authorities, implement security measures and keep records of personal data processing activities.Noncompliance with the GDPR can trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition, the CCPA, effective as of January 1,2020, gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, andreceive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action fordata breaches, that is expected to increase data breach litigation. Further, failure to comply with the Israeli Privacy Protection Law of 1981, and its regulations, as wellas the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminalliability. Current pending legislation may result in a change of the current enforcement measures and sanctions. There are also additional laws and regulations inadditional jurisdictions around the world which govern the protection of consumers and of electronic communications. If our efforts to comply with GDPR, CCPA orother applicable laws and regulations are not successful, we may be subject to penalties and fines that would adversely impact our business and results ofoperations, and our ability to conduct business could be significantly impaired.Additionally, although we endeavor to have our products comply with applicable laws and regulations, these and other obligations may be modified, theymay be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements,contractual commitments or our internal practices. We also may be bound by contractual obligations relating to our collection, use and disclosure of personal,financial and other data or may find it necessary or desirable to join industry or other selfregulatory bodies or other privacy or data protectionrelatedorganizations that require compliance with their rules pertaining to privacy and data protection.We expect that there will continue to be new proposed laws, rules of selfregulatory bodies, regulations and industry standards concerning privacy, dataprotection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws,rules, regulations and standards may have on our business. Moreover, existing U.S. federal and various state and foreign privacy and data protectionrelated lawsand regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new lawsand regulations regarding privacy and data protectionrelated matters. Because global laws, regulations and industry standards concerning privacy and datasecurity have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with eachsuch applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices,require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries. These developments could adverselyaffect our business, results of operations and financial condition.19We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect ourbusiness.Our ability to implement our business plan successfully depends in part on our ability to build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos. We currently have no registered trademarks. While we plan to register a number of ourtrademarks; however, no assurance can be given that our trademark applications will be approved. We have been issued five patents, one of each in of Russia,Canada and Japan and two in the U.S., and have several patent applications in process. No assurance can be given that our patent applications which are in processwill be approved. If our patent applications are not approved, our ability to expand or develop our business may be negatively affected.Third parties may also oppose our trademark or patent applications, or otherwise challenge our use of the trademarks or patents. In the event that ourtrademarks or patents are successfully challenged, we could be forced to rebrand our goods and services or redesign our technology, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing new brands and products.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on ourintellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands fromachieving or maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claimthat we infringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, eventhose without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resourcesor require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against uscould result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any ofwhich could have a negative impact on our operating profits and harm our future prospects.We may face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base andgenerating revenue.We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, and SmartMeasure. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and otherresources than us and have been developing their products and services longer than we have been developing ours.In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages potential customers from purchasing our products. Potentialcustomers may also prefer to purchase from their existing solution providers rather than a new solution provider regardless of product performance or features.These larger competitors often have broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditionsin our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation.New startup companies that innovate and large competitors that are making significant investments in research and development may invent similar or superiorproducts and technologies that compete with our products. In addition, some of our competitors may enter into new alliances with each other or may establish orstrengthen cooperative relationships. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of anyfuture market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability tocompete. Furthermore, organizations may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existinginfrastructure with our products. Any failure to meet and address these factors could harm our business, results of operations and financial condition.20Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate Ronen Luzon, our ChiefExecutive Officer, and certain of our other senior executive officers. The loss of the services of our Chief Executive Officer, senior officers or other key employeescould have a material adverse effect on our business and plans for future development. We have no reason to believe that we will lose the services of any of theseindividuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience, reputation in theindustry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.If we are able to expand our operations, we may be unable to successfully manage our future growth.Our growth may strain our infrastructure and resources. Any such growth could place increased strain on our management, operational, financial and otherresources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, andother professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with ourbusiness objectives could have a material adverse effect on our business, results of operations and financial condition.Our business operations are conducted in multiple languages and could be disrupted due to miscommunications or translation errors.The success of our business continues to depend on our marketing efforts in the United States, Europe and Israel, each of which is conducted in the locallanguage. Miscommunications or inaccurate foreign language translations could have a material adverse effect on our business operations and financial conditions.Additionally, contracts, communications and complex technical information must be accurately translated into foreign languages.We will continue to incur costs and be subject to various obligations as a result of being a public company, listed in the United States and in Israel.We will continue to incur significant legal, accounting and other expenses as a result of being a public company, listed in the United States and in Israel.Although we will incur costs each year associated with being a publiclytraded company, it is possible that our actual costs of being a publiclytraded company willvary from year to year and may be different than our estimates. In estimating these costs, we take into account expenses related to insurance, legal, accounting andcompliance activities.Furthermore, the need to maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing ourgrowth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make,changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a U.S. publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.21Any future or current litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including, among others, potential stockholder derivative actions and class actions. Risks associated withlegal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. Subject to certain exceptions,our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, and Amended and Restated Bylaws, or Bylaws, require us to indemnify andadvance expenses to our officers and directors involved in legal proceedings. To date we have obtained directors and officers’ liability, or D&O, insurance to coversome of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expensesincluding attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to us. There can be no assurance that we will be able tocontinue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. Without D&Oinsurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to us could have amaterial adverse effect on our financial condition, results of operations and liquidity. Such lawsuits, and any related publicity, may result in substantial costs and,among other things, divert the attention of management and our employees. An unfavorable outcome in any claim or proceeding against us could have a materialadverse impact on our financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods. Further,any settlement announced by us may expose us to further claims against us by third parties seeking monetary or other damages which, even if unsuccessful, woulddivert management attention from the business and cause us to incur costs, possibly material, to defend such matters, which could have a material adverse impacton our financial position. See “Legal Proceedings” on page 30 for more information regarding our involvement in ongoing litigation matters.Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our taxestimates are reasonable, if the Internal Revenue Service or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.22Risks Related To Our Operations In IsraelOur headquarters and most of our operations are located in Israel, and therefore, political conditions in Israel may affect our operations and results.Our headquarters and most of our operations are located in central Israel and our key employees, officers and directors are residents of Israel. Accordingly,political, economic and military conditions in Israel and the surrounding region may directly affect our business. Since the establishment of the State of Israel in1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of tradewithin Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raisecapital. During the winter of 2008, winter of 2012 and the summer of 2014, Israel was engaged in an armed conflict with Hamas, a militia group and political partyoperating in the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group andpolitical party. Israel faces political tension with respect to its relationships with Turkey, Iran and certain Arab neighbor countries. In addition, recent conflictsinvolved missile strikes against civilian targets in various parts of Israel, and negatively affected business conditions in Israel. Recent political uprisings and socialunrest in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of thepolitical relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict.Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Forexample, any major escalation in hostilities in the region could result in a portion of our employees and service providers being called up to perform military duty foran extended period of time. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing usto make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions insuch agreements. Any future deterioration in the political and security situation in Israel will negatively impact our business.Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Althoughthe Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thisgovernment coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts orpolitical instability in the region would likely negatively affect business conditions and could harm our results of operations.Further, in the past, the State of Israel and Israeli companies have been subjected to an economic boycott. Several countries still restrict business with theState of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or theexpansion of our business. The legislative power of the State resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under asystem of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and March 2, 2020. The uncertaintysurrounding the results of the recent elections may continue. Actual or perceived political instability in Israel or any negative changes in the political environment,may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.Israel’s economy may become unstable.From time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, militaryconflicts and civil unrest. For these and other reasons, the government of Israel has intervened in the economy employing fiscal and monetary policies, importduties, foreign currency restrictions, controls of wages, prices and foreign currency exchange rates and regulations regarding the lending limits of Israeli banks tocompanies considered to be in an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previousdestabilizing factors could make it more difficult for us to operate its business and could adversely affect its business.Some of our employees are obligated to perform military reserve duty in Israel.Many Israeli citizens, including our employees are obligated to perform one month, and in some cases more, of annual military reserve duty until they reachthe age of 40 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases interrorist activity, there have been periods of significant callups of military reservists. It is possible that there will be military reserve duty callups in the future. Ouroperations could be disrupted by such callups. Such disruption could materially adversely affect our business, results of operations and financial condition.23It may be difficult to enforce a nonIsraeli judgment against the Company or its officers and directors.The operating subsidiary of ours is incorporated in Israel. All of our executive officers and directors are not residents of the United States, and asubstantial portion of our assets and the assets of our executive officers and directors are located outside the United States. Therefore, a judgment obtained againstus, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United Statesand may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S.securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action withrespect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law isapplicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law often involves the testimony of expert witnesses, which can be a timeconsuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the mattersdescribed above. As a result of the difficulty associated with enforcing a judgment against us in Israel, it may be impossible to collect any damages awarded byeither a U.S. or foreign court.Our international operations could expose us to additional risks, including exchange rate fluctuations, legal regulations and political or economicinstability that could harm our business and operating results.Our international operations expose us to the following risks which may have a material adverse effect on our business and operating results:●devaluations and fluctuations in currency exchange rates including fluctuations between the U.S. dollar and the NIS;●costs of compliance with local laws, including labor laws and intellectual property laws;●compliance with domestic and foreign government policies, including compliance with Israeli securities laws and TASE;●changes in trade regulations and procedures affecting approval, production, pricing, marketing, reimbursement for and access to, our products;●compliance with applicable foreign anticorruption laws, antitrust/competition laws, antiBoycott Israel law and antimoney laundering laws; and●economic and geopolitical developments and conditions, including ongoing instability in global economies and financial markets, internationalhostilities, acts of terrorism and governmental reactions, inflation, outbreaks of contagious disease (e.g., coronavirus) and military and politicalalliances.Risks Related To Our Common StockA more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.Although our common stock is listed on the Nasdaq Capital Market, it has only been traded on the Nasdaq Capital Market since July 25, 2016. There hasbeen relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained.Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes tosell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital byselling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is athin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a largefloat, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stockmay be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant priceand volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:●our quarterly or annual operating results;24●changes in our earnings estimates;●investment recommendations by securities analysts following our business or our industry;●additions or departures of key personnel;●changes in the business, earnings estimates or market perceptions of our competitors;●our failure to achieve operating results consistent with securities analysts’ projections;●changes in industry, general market or economic conditions;●announcements of legislative or regulatory changes; and●natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of apandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recentcoronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securitiesof many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate basedupon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.Concentration of ownership of our stock may enable one stockholder or a small number of stockholders to significantly influence matters requiringstockholder approval.As of March 1, 2020, members of our management team beneficially own approximately 7.5% of our outstanding common stock. In addition, ShoshanaZigdon beneficially owns approximately 9.0% of our outstanding common stock. As such, management and Ms. Zigdon own approximately, in the aggregate, 16.5%of our voting power. As a result, management and Ms. Zigdon may have the ability to control substantially all matters submitted to our stockholders for approvalincluding:●election of our board of directors;●removal of any of our directors;●amendment of our Certificate of Incorporation or Bylaws; and●adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.In addition, management’s and the stockholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting toobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investorswill own a minority percentage of our common stock and will have minority voting rights.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of ourcommon stock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. A substantial portion of these shares areheld by two stockholders, one of which is Ronen Luzon who is also Chief Executive Officer and director. Although we believe that Mr. Luzon has no currentintention to sell a significant number of shares of our stock, we cannot provide any such assurance. In addition, we cannot provide assurance that the other largestockholder, Ms. Zigdon, has no current intention to sell a significant number of shares of our stock. If any of the two stockholders were to decide to sell largeamounts of stock over a short period of time (presuming such sales were permitted) such sales could cause the market price of our common stock to dropsignificantly, even if our business is doing well. Further, the market price of our common stock could decline as a result of the perception that such sales could occur.These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate.25Our securities are traded on more than one market which may result in price variations.Our securities have been trading on the Nasdaq Capital Market since July 2016 and on TASE since September 2005. Trading in our securities on suchexchanges occurs in different currencies (U.S. dollars on the Nasdaq Capital Market and NIS on the TASE), and at different times (due to different time zones,trading days and public holidays in the United States and Israel). The trading prices of our securities on the two exchanges may differ due to the foregoing andother factors. Any decrease in the price of our shares on the TASE could cause a decrease in the trading price of our shares on the Nasdaq Capital Market and viceversa.We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, ourcommon stock may be less attractive to investors.We are a smaller reporting company, (i.e. a company with “public float” held by nonaffiliates with a market value of less than $250 million) and we areeligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduceddisclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If someinvestors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may bemore volatile.We do not expect to pay any cash dividends in the foreseeable future.We have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant. Investors should not purchase our common stock expecting to receive cash dividends. Because we do notpay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failureto pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not paydividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which wouldresult in dilution of shareholders’ interests in the company and could depress our stock price.Our Certificate of Incorporation currently authorizes 100,000,000 shares of common stock, of which 2,600,701 are currently outstanding as of March 1, 2020,and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance ofadditional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a materialeffect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptiverights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionateshare of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.A number of our outstanding warrants contain antidilution provisions that, if triggered, could cause substantial dilution to our thenexistingstockholders and adversely affect our stock price.A number of our outstanding warrants contain antidilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of ourcommon stock or other securities convertible into our common stock, for a per share price less than the exercise price of certain of our warrants, the exercise pricewill be reduced, subject to certain exceptions. To the extent that we issue or are or deemed to have issued securities for consideration that is less than the exerciseprice of those warrants, holders of our common stock may experience dilution, which may be substantial and which could lower the market price of our securities.Further, the potential application of such antidilution rights may prevent us from seeking additional financing, which would adversely affect our ability to financeour operations and continue to support our growth initiatives.Our quarterly operating results may fluctuate significantly.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:●variations in the level of expenses related to our research and development;26●any lawsuits in which we may become involved;●regulatory developments affecting our products; and●our execution of any collaborative, licensing or sales agreements, and the timing of payments under these arrangements.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.If we fail to comply with the rules under the Sarbanes Oxley Act of 2002 related to accounting controls and procedures or if we discover materialweaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult.If we fail to comply with the rules under the SarbanesOxley Act of 2002 related to disclosure controls and procedures, or, if we discover materialweaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be moredifficult. Section 404 of the SarbanesOxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting and areport by our independent auditors addressing these assessments. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieveand maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controlsover financial reporting in accordance with Section 404 of the SarbanesOxley Act. Moreover, effective internal controls are necessary for us to produce reliablefinancial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operatingresults could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.Our Certificate of Incorporation, Bylaws and Delaware law may have antitakeover effects that could discourage, delay or prevent a change incontrol, which may cause our stock price to decline.Our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transactionwould be beneficial to our stockholders. Provisions of our Certificate of Incorporation, Bylaws and Delaware law also could have the effect of discouraging potentialacquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Suchprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate of Incorporation, Bylawsand Delaware law, as applicable, among other things:●provide the board of directors with the ability to alter the Bylaws without stockholder approval;●place limitations on the removal of directors;●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum;●require that stockholder actions must be effected at a duly called stockholder meeting and generally prohibiting stockholder actions by writtenconsent;●eliminate the ability of stockholders to call a special meeting of stockholders; and●establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at dulycalled stockholder meetings.We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between apubliclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more ofa Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder. These provisions areexpected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to firstnegotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our commonstock and the value of our securities to decline. In addition, rules applicable to TASE listed companies also limit the terms permitted with respect to a new class ofshares and prohibit any such new class of shares from having superior voting rights to the rights of the class of shares listed on TASE.27If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.On January 22, 2019, we were notified by the Nasdaq Stock Market, LLC, or Nasdaq, that we were not in compliance with the minimum bid pricerequirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on the Nasdaq Capital Market. The Rule, requires listed securities tomaintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if thedeficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until July 22, 2019, to regaincompliance with the Rule. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10consecutive business days.We did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, we received notice from the Staff that, based upon ourcontinued noncompliance with the Rule, the Staff had determined to delist tour common stock from Nasdaq unless we timely request a hearing before the NasdaqHearings Panel, or the Panel. In accordance with Nasdaq’s procedures, we appealed Nasdaq’s determination by requesting a hearing before the Panel to seek continued listing, whichstayed the delisting of our common stock. The hearing occurred on September 19, 2019. On October 1, 2019, the Panel granted our request for continued listing ofour common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that we regain compliance with theRule by such date and that we demonstrate compliance with all requirements for continued listing on the Nasdaq.On November 15, 2019, we implemented a 1for15 reverse stock split of our common stock. One of the primary intents for the reverse stock split was tosatisfy the Rule and to make our common stock more attractive to certain institutional investors and thereby strengthen our investor base. The reverse stock splitwas effective for Nasdaq marketplace purposes at the open of business on November 19, 2019. On February 7, 2020, we received a notification from the Staff that thePanel granted our request for continued listing on the Nasdaq Stock Market until May 18, 2020. If we do not regain compliance with the Rule by May 18, 2020 or ifwe are unable to demonstrate compliance with all requirements for continued listing on the Nasdaq, or, based on any significant events that occur during theextension period, Nasdaq would delist our common stock from the Nasdaq Capital Market.Also on November 19, 2019, we received formal notice from Nasdaq that our noncompliance with the minimum $2.5 million stockholders’ equityrequirement, as set forth in Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, as of September 30, 2019, could serve as an additional basis fordelisting. In accordance with the Nasdaq Listing Rules, we have been granted the opportunity and plans to timely present our plan to regain compliance with theStockholders’ Equity Rule for the Panel’s consideration.In addition, on September 6, 2018, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in the Rulefor continued listing on the Nasdaq Capital Market. On October 10, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on theclosing bid price of our common stock having been at $1.00 per share or greater from the 10 consecutive business days from September 20, 2018 to October 9, 2018.Previously, on September 26, 2017, we were notified by Nasdaq, that we were not in compliance with the minimum bid price requirements set forth in theRule. The notification provided that we had 180 calendar days, or until March 26, 2018, to regain compliance with the Rule. In addition, on June 5, 2017, we receivedwritten notice from the Nasdaq Listing Qualifications Department notifying us that for the preceding 30 consecutive business days, our common stock did notmaintain a minimum Market Value of Listed Securities of $35 million as required by Nasdaq Listing Rule 5550(b)(2). The notification provided that we had 180calendar days, or until December 4, 2017, to regain compliance with Nasdaq Listing Rule 5550(b)(2). On December 5, 2017, we received a second written notice fromthe Listing Qualifications Department of Nasdaq notifying us that our failure to regain compliance with Nasdaq Listing Rule 5550(b)(2) by December 4, 2017 wouldresult in our securities being delisted from the Nasdaq Capital Market effective as of the open of business on December 14, 2017 unless we requested an appeal ofsuch determination. We thereafter requested an appeal before the Hearings Panel, thereby staying the delisting of our securities pending the Hearings Panel’sdecision. On January 22, 2018, the Nasdaq Staff concluded that we had regained compliance with the Rule based on the closing bid price of our common stockhaving been at $1.00 per share or greater for 10 consecutive business days from January 5, 2018 to January 19, 2018. In addition, on January 26, 2018, the NasdaqHearings Advisor informed us that the Nasdaq Staff had informed them that our Market Value of Listed Securities deficiency (as set forth in its Rule 5550(b)(2)) hadbeen cured, and that we were in compliance with all applicable listing standards. As a result, the scheduled hearing before the Hearings Panel was cancelled.No assurance can be given that we will continue to meet applicable Nasdaq continued listing standards. Failure to meet applicable Nasdaq continuedlisting standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our commonstock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital throughalternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer businessdevelopment opportunities.The exercise of outstanding warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existingstockholders.As of March 1, 2020, we had outstanding warrants to acquire 2,163,897 shares of our common stock and stock options to purchase 2,441,007 shares of ourcommon stock, which warrants and options are exercisable for prices ranging between $0.04 and $4.41. The expiration of the term of such options and warrants rangefrom July 2019 to December 2023. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stockowned by our existing stockholders will be diluted.28Were our common stock to become subject to the penny stock rules then this could result in U.S. brokerdealers becoming discouraged from effectingtransactions in shares of our common stock.Rule 15g9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the NasdaqCapital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stockwill be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s accountfor transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantityof the penny stock to be purchased.In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on whichthe broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult forinvestors to dispose of our common stock and cause a decline in the market value of our common stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor incases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares andhave a depressive effect on the price of the shares of our common stock.A portion of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, asamended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides inessence that an affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year afterfiling Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokeragetransactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volumeduring the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). Rule 144 also permits, undercertain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a oneyear holdingperiod. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of commonstock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.We are a former “shell company” and as such are subject to certain limitations not applicable to other public companies generally.Prior to our suspension of reporting in 2012, we were a public reporting “shell company,” as defined in Rule 12b2 under the Exchange Act. Although weare no longer a “shell company,” we are subject to certain restrictions under the Securities Act for the resale of securities issued by issuers that have been at anytime previously a shell company. Specifically, the Rule 144 safe harbor available for the resale of our restricted securities is only available to our stockholders if wehave filed all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, asapplicable, during the preceding twelve months, other than current reports on Form 8K, at the time of the proposed sale, regardless of whether the restrictedsecurities were initially issued at the time we were a shell company or subsequent to termination of such status. Accordingly, holders of our “restricted securities”within the meaning of Rule 144 will be subject to the conditions set forth in Rule 144 with respect to our company. Other reporting companies that are not formershell companies and have been reporting for more than twelve months are not subject to this same reporting threshold for nonaffiliate reliance on Rule 144.Accordingly, any restricted securities we have sold or sell in the future or issue to consultants or employees, in consideration for services rendered or for any otherpurpose, may not be resold unless such securities are registered with the SEC or the requirements of Rule 144 have been satisfied. As a result, it may be harder forus to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding throughthe sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Ourprior status as a “shell company” could prevent us in the future from raising additional funds, engaging employees and consultants, and using our securities to payfor any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.29ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESWe currently lease 1,660 square feet of office space at 4 Hayarden Street, Airport City, Israel. The lease term is for 36 months beginning on August 20, 2019and ending on August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments, including utilities, amount to approximately $11,000per month.ITEM 3. LEGAL PROCEEDINGSOn August 7, 2018, we commenced an action against North Empire LLC, or North Empire, in the Supreme Court of the State of New York, County of NewYork for breach of a Securities Purchase Agreement, or the North Empire Agreement, in which we are seeking damages in an amount to be determined at trial, but inno event less than $616,000. This was preceded by a filing of a Summons with Notice by North Empire against us, also in the same Court, in which they allegedamages in an amount of $11.4 million arising from an alleged breach of the North Empire Agreement. On September 27, 2018, North Empire filed an answer andasserted counterclaims in the action commenced by us against them alleging that we failed to timely deliver stock certificates to North Empire causing damage toNorth Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against Eli Walles, our former Chairman of the board of directors, andRonen Luzon asserting similar claims against them in their individual capacities. On October 17, 2018, we filed a reply to North Empire’s counterclaims. On November15, 2018, Eli Walles and Ronen Luzon filed a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissedthe thirdparty complaint. We believe, based on the opinion of our legal counsel, it is more likely than not that the counterclaims will be dismissed. We intend tovigorously defend any claims made by North Empire.In addition to the above, from time to time, we may become in involved in lawsuits as well as subject to various legal proceedings, claims, threats oflitigation, and investigations in the ordinary course of business. While certain matters to which we are a party may specify the damages claimed, such claims maynot represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, norcan the amount of possible loss or range of loss, if any, be reasonably estimated.An unfavorable outcome on any litigation matters could require us to pay substantial damages or could prevent us from selling certain of our products. Asa result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on ourbusiness, results of operations and financial condition.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.30PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket InformationOur stock currently is listed on the Tel Aviv Stock Exchange and the Nasdaq Capital Market under the symbol “MYSZ”. Our stock has been traded on theNasdaq Capital Market since July 25, 2016.HoldersAs of March 1, 2020, we had 57 shareholders of record. The actual number of stockholders is greater than this number of record holders and includesstockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.Dividend PolicyWe have never declared or paid cash dividends on our common stock. We intend to retain our future earnings, if any, in order to reinvest in thedevelopment and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determinationto pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and suchother factors as our board of directors deems relevant.Securities Authorized for Issuance under Equity Compensation PlansInformation about our equity compensation plans is incorporated herein by reference to “Item 12. Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters”, of this Annual Report on Form 10K.Recent Sales of Unregistered SecuritiesNone.ITEM 6. SELECTED FINANCIAL DATAAs a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information.31ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONSYou should read the following discussion along with our financial statements and the related notes included elsewhere in this Annual Report on Form10K. The following discussion contains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under“Risk Factors.” Our actual results, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements.OverviewWe are a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals,including the ecommerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing our sophisticated algorithms within our proprietarytechnology, we can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe.Our solutions can be utilized to accurately take measurements of a variety of items via a mobile device. By downloading the application to a smartphone,the user is then able to run the mobile device over the surface of an item the user wishes to measure. The information is then automatically sent to a cloudbasedserver where the dimensions are calculated through our proprietary algorithms, and the accurate measurements (+ or 2 centimeters) are then sent back to the user’smobile device. We believe that the commercial applications for this technology are significant in many areas.Currently, we are mainly focusing on the ecommerce fashion/apparel industry. In addition, our solutions address the shipping/parcel and DIY usesmarkets.We are in the commercialization phase of our products, although we have only generated minimal revenues to date. In recent months, Isay, a Danishfashion brand, selected MySizeID as a measuring solution, we announced the planned launch of MySizeID in Australia with a global retail marketplace operator thatis set to introduce an integrated, technologybased app for the custom apparel and merchandise industry, we entered into a license agreement for MySizeID withPenti, a leading multicategory retail fashion underwear brand, we successfully integrated and launched the MySizeID smart measurement solution softwaredevelopment kit (SDK) for DeMoulin, a music performance group apparel company, and we are proceeding with the global integration of MySizeID into the ecommerce platform of one of the largest apparel companies in the world, which has since been expanded worldwide. In addition, we have also executed agreementswith a number of additional retailers either directly or through our collaborations with WooCommerce, Shopify and Lightspeed. We also recently announced thatBoxSize has been approved for Honeywell’s global vendor program and are continuing to make progress with Katz Corporation, one of the largest package deliverycompanies in Israel, as they have started rolling out BoxSize within the organization. While we rollout our products to major retailers and apparel companies, there is a lead time for new customers to ramp up before we can recognize revenue.This lead time varies between customers, especially when the customer is a tier 1 retailer, where the integration process may take longer. Generally, first we integrateour product into a customer’s online platform, which is followed by piloting and implementation, and, assuming we are successful, commercial rollout, all of whichtakes time before we expect it to impact our financial results in a meaningful way. While we have begun generating initial sales revenue, we do not expect to generatemeaningful revenue during the upcoming quarters. Because of the numerous risks and uncertainties associated with the success of our market penetration and ourdependence on the extent to which MySizeID is adopted and utilized, we are unable to predict the extent to which we will recognize revenue. We may be unable tosuccessfully develop or market any of our current or proposed products or technologies, those products or technologies may not generate any revenues, and anyrevenues generated may not be sufficient for us to become profitable or thereafter maintain profitability.Results of OperationsThe table below provides our results of operations for the periods indicated.Year ended December 3120192018(dollars in thousands)Revenues63Cost of revenues(21)Gross profit42Research and development expenses$(1,516)$(1,105)Selling and marketing(1,929)(899)General and administrative(2,587)(3,171)Operating loss(5,990)(5,175)Financial income (expenses), net493(794)Net loss$(5,497)$(5,969)32Year Ended December 31, 2019 Compared to Year Ended December 31, 2018RevenuesFrom inception through December 31, 2018, we did not generate any revenue from operations and we continue to expect to incur additional losses toperform further research and development activities. We started to generate revenues only in 2019. Our revenues for the year ended December 31, 2019 amounted to$63,000 compared to none for year ended December 31, 2018. The increase from the corresponding period primarily resulted from pilot and Softwareasaserviceagreements.Research and Development ExpensesOur research and development expenses for the year ended December 31, 2019 amounted to $1,516,000, an increase of $411,000, or approximately 37%,compared to $1,105,000 for the year ended December 31, 2018. The increase resulted primarily from increased expenses associated with hiring new employees andfrom stockbased payments, which were offset by a decrease in subcontractor expenses. We expect that research and development expenses will continue toincrease in 2020 and that we will recruit additional employees.Sales and Marketing ExpensesOur sales and marketing expenses for the year ended December 31, 2019 amounted to $1,929,000, an increase of $1,030,000, or 115%, compared to $899,000for the year ended December 31, 2018. The increase primarily resulted from increased expenses associated with hiring new employees, increase in subcontractor andmarketing expenses and from stockbased payments which were offset by a decrease in travel expenses.General and Administrative ExpensesOur general and administrative expenses for the year ended December 31, 2019 amounted to $2,587,000, a decrease of $584,000, or 18%, compared to$3,171,000 for the year ended December 31, 2018. The decrease compared to the corresponding period was mainly due to a reduction in stockbased paymentexpenses, payroll expenses and professional services which were offset by an increase in rent and office maintenance related and insurance expenses. During 2019,we had an expense of $352,000 in respect of stockbased payments, compared to an expense of $949,000 in 2018.Operating LossAs a result of the foregoing, for the year ended December 31, 2019, our operating loss was $5,990,000, an increase of $815,000, or 16%, compared to ouroperating loss for the year ended December 31, 2018 of $5,175,000.Financial Income (Expenses), netOur financial income, net for the year ended December 31, 2019 amounted to $493,000 as opposed to financial expenses, net of $794,000 for the year endedDecember 31, 2018. In 2019, we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses fromfair value revaluation of investment in marketable securities whereas in 2018 we had financial income primarily due to exchange rate differences, revaluation ofderivatives and financial income related to the revaluation of warrants which were offset by financial expenses from the fair value revaluation of warrants.Net LossAs a result of the foregoing, research and development, marketing general and administrative expenses, and initial revenues, our net loss for the year endedDecember 31, 2019 was $5,497,000 compared to net loss of $5,969,000 for the year ended December 31, 2018. The decrease in net loss was mainly due to the incomewith respect to the revaluation of warrants as opposed to an expense in the corresponding period and the increase in sales and marketing expenses. The increase innet loss is offset by a decrease in the stockbased payments and public and investor relations services expenses, income with respect to the exchange ratedifferences and income from revaluation of investment in marketable securities as opposed to expenses in the corresponding period. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through public and private offerings of debt and equity in Israel and in the U.S.As of December 31, 2019, we had cash, cash equivalents and restricted cash of $1,466,000 with no deposits compared to $5,230,000 cash, cash equivalents,restricted cash as of December 31, 2018 and shortterm deposit and shortterm restricted deposit of $1,390,000 as of December 31, 2018. This decrease primarilyresulted from financing our operating activities.33On January 15, 2020, we completed a public offering of our securities pursuant to which we issued 514,801 shares of our common stock and warrants topurchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000,000. The term of the warrants are five and a halfyears. We received net proceeds of $1,700,000 after deducting placement agent fees and other offering expenses.On September 13, 2019, we entered into an At the Market Offering Agreement with HC Wainwright. According to the agreement, we may offer and sell, fromtime to time, our shares of common stock having an aggregate offering price of up to $5.5 million through HC Wainwright or the ATM Prospectus Supplement. FromSeptember 13, 2019 until December 31, 2019, we issued 87,756 shares of common stock at an average price of $4.77 per share through the ATM ProspectusSupplement, resulting in net proceeds of $418,524. We paid a commission equal to 3% of the gross proceeds from the sale of our shares of common stock under theATM Prospectus Supplement. On January 15, 2020, we terminated the ATM Prospectus Supplement, but the offering agreement remains in full force and effect.Net cash used in operating activities was $5,418,000 for the year ended December 31, 2019 compared to $3,597,000 for the year ended December 31, 2018.The increase in cash used in operating activity is derived mainly from an increase in revaluation of warrants as opposed to decrease in the corresponding period.Net cash provided by investing activities for the year ended December 31, 2019 was $1,073,000 as opposed to net cash used in investing activities of$1,421,000 for the year ended December 31, 2018. The net cash provided by investing activities for the year ended December 31, 2019 was mainly from proceeds fromshortterm deposits and restricted deposits compared to investment in short term deposits and restricted deposits during the year ended December 31, 2018.We had positive cash flow from financing activities of $266,000 for the year ended December 31, 2019 compared to $9,040,000 for the year ended December31, 2018. The cash flow from financing activities for the year ended December 31, 2019 was due to the proceeds from the ATM compared to public offering of oursecurities, proceeds from the exercise of the warrants as described above and repayment of shortterm loan during the year ended December 31, 2018.We do not have any material commitments for capital expenditures during the next twelve months. Based on our projected cash flows and the cashbalances as of the date of this Annual Report on Form 10K, we believe we have sufficient cash to fund our obligations through August 2020. As a result, there issubstantial doubt about our ability to continue as a going concern. However, we will need to raise additional capital, which may not be available on reasonable termsor at all. Additional capital would be used to accomplish the following:●finance our current operating expenses;●pursue growth opportunities;●hire and retain qualified management and key employees;●respond to competitive pressures;●comply with regulatory requirements; and●maintain compliance with applicable laws.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only onunfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the impact of thecoronavirus outbreak and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure youthat we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may havea material adverse effect on our business, results of operations and financial condition.34To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result insubstantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, andmay include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders ofany of our securities thenoutstanding. We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for ourcommon stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capitalraising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the marketprice of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. In addition, we may incursubstantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing anddistribution expenses and other costs. We may also be required to recognize noncash expenses in connection with certain securities we issue, such as convertiblenotes and warrants, which may adversely impact our financial condition. Furthermore, any additional debt or equity financing that we may need may not be availableon terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities andgrowth plans and/or be forced to sell assets, perhaps on unfavorable terms, or we may have to cease our operations, which would have a material adverse effect onour business, results of operations and financial condition. Recently Issued Accounting PronouncementsCertain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the consolidated financial statementsincluded in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10K.OffBalance Sheet ArrangementsWe have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivativeinstruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest inan unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.Functional CurrencyFrom our inception through December 31, 2019, our functional currency was the NIS. Management conducted a review of our functional currency anddecided to change our functional currency to the USD from the NIS effective January 1, 2020. The change in functional currency will be accounted for prospectivelyfrom such date. In 2019, we went through a strategic shift which involved a significant change in our business model that clearly indicates that the functionalcurrency has changed, beginning January 2020. In previous years the Company acted as a platform to fund its operational subsidiary, My Size Israel, whichconducts its research and development activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. Bythe end of 2018, we transitioned to a new business model (B2B2C) and concluded that the main market that we should focus on would be the apparel market in theUS. Consequently, we established marketing and distribution channels in the US along with having a new pricing model denominated in USD. Throughout 2019, theCompany itself hired sales personnel which are based in the US and signed agreements with customers for which it began generating revenue in USD for the firsttime since it began its operations. Accordingly, by the end of 2019, the Company is no longer considered a ‘holding company’ for the matter of determining itsfunctional currency under ASC 830 based on the currency of its operating entities. As a result of being an operational company that enters into operationalagreements and generates revenues on an ongoing basis, the management concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.Our presentation currency of the financial statements was and will remain U.S. dollar.Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we haveprepared in accordance with U.S. generally accepted accounting principles issued by the Financial Accounting Standards Board, or FASB. The preparation of thesefinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assetsand liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Annual Report onForm 10K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance,as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) itrequires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making ourestimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.35Fair value of financial instrumentsWe recognized a liability on behalf of warrants that are exercisable into shares of common stock. These warrants were issued to investors in publicofferings and in private placements and were measured at fair value based on ASC 820. Changes in fair value were recorded in the statements of comprehensive loss.We estimate the share option value using the Monte Carlo option pricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date atwhich it can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This isgenerally the case when regulatory approval for commercialization is achieved and costs can be measured reliably. Due to lack of materiality of costs and ability toseparate these costs from other development costs, no development expenditures have been capitalized.Equitybased compensation We account for our employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards are equity classifiedand therefore the cost is measured at the grant date fair value of the award. We estimate share option grant date fair value using the Binomial optionpricing model.We recorded stock options issued to nonemployees at fair value, remeasured to reflect the current fair value at each reporting period and recognizedexpenses over the service period. The Company elected to early implement ASU 201807, Stock Compensation: Improvements to Nonemployee stockBasedPayment Accounting, from October 1, 2018In accordance with ASU 201807, we measured stock options at the implementation date and reclassified the stock based payments from a liability stockbased payments awards to equity stockbased payments awards. The fair value as of the implementation date will be recognized over the remaining service period.We estimate share option grant date fair value using the Binomial optionpricing model.The expected volatility of the share price reflects the assumption that the historical volatility of the share price is reasonably indicative of expected futuretrends.The riskfree interest rate for grants with exercise price denominated in NIS is based on the yield from Israel treasury zerocoupon bonds with an equivalentterm. The riskfree interest rate for grants with exercise price denominated in USD is based on the yield from US treasury zerocoupon bonds with an equivalent term.We have historically not paid dividends and have no foreseeable plans to pay dividends.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.2020$1352021$1502022$1542023$1622024$1622025$112We have historically not paid dividends and have no foreseeable plans to pay dividends.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.As a “smaller reporting company” as defined by Item 10 of Regulation SK, we are not required to provide this information. 36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Shareholders’ Equity (Deficit)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F30 F1Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsMy Size, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of My Size, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the twoyearperiod ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1d tothe consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1d. Theconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Change in Accounting PrincipleAs discussed in Note 2 O to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to theadoption of ASC 842, Leases.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member Firm of KPMG InternationalWe have served as the Company’s auditor since 2017.Tel Aviv, IsraelMarch 19, 2020F2MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,Note20192018AssetsCurrent assets:Cash and cash equivalents31,2035,140Restricted cash26390Restricted deposit181Shortterm deposit1,209Accounts receivable38Other receivables and prepaid expenses4321218Total current assets1,8256,838Property and equipment, net514171Rightofuse assets6966Investment in marketable securities8262081,133279Total assets2,9587,117Liabilities and shareholders’ equityCurrent liabilities:Operating lease liabilities6102Trade payables440295Accounts payable378276Warrants and derivatives8,123281,252Total current liabilities1,2481,823Operating lease liabilities6659Total noncurrent liabilities659CONTINGENCIES AND COMMITMENTS13Total Liabilities1,9071,823SHAREHOLDERS’ EQUITY10Stock capital Common stock of $ 0.001 par value Authorized: 100,000,000 and 50,000,000 shares; Issued and outstanding:1,992,243 and 1,990,159, respectively (*)2(*)2(*)Additional paidin capital30,10229,144Accumulated other comprehensive loss(539)(835)Accumulated deficit(28,514)(23,017)Total shareholders’ equity1,0515,294Total liabilities and shareholders’ equity2,9587,117(*)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,Note20192018Revenues63Cost of revenues(21)Gross profit42Operating expensesResearch and development(1,516)(1,105)Sales and marketing (*)14(1,929)(899)General and administrative (*)15(2,587)(3,171)Total operating expenses(6,032)(5,175)Operating loss(5,990)(5,175)Financial income (expense), net16493(794)Net loss(5,497)(5,969)Other comprehensive income (loss):Foreign currency translation differences296(701)Total comprehensive loss(5,201)(6,670)Basic loss per share (**)(2.75)(3.03)Diluted loss per share (**)(3.12)(3.03)Basic and diluted weighted average number of shares outstanding1,999,2221,941,139(*)Certain prior period amounts have been reclassified to conform with current year presentation.(**)Adjusted to give retroactive effect of 1:15 Reverse stock split, see note 10 (b)The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAccumulatedothercomprehensiveAccumulatedTotalstockholders’equityNumberAmountcapitallossDeficit(deficit)Balance as of December 31, 20171,482,583216,028(134)(17,048)(1,152)Effect of early adoption of ASU 201807284284Balance as of January 1, 20181,482,583216,312(134)(17,048)(868)Stockbased compensation related to options granted to employeesand consultants149149Issuance of shares to consultants22,910(*)384384Total comprehensive loss(701)(5,969)(6,670)Exercise of warrants and options263,842(*)8,6488,648Liability reclassified to equity5,491(*)104104Issuance and receipts on account of shares, net of issuance cost of$351215,333(*)3,5473,547Balance as of December 31,20181,990,159229,144(835)(23,017)5,294Stockbase compensation related to options granted to employees andconsultants 644644Issuance of shares to consultants2,084(*)4848Issuance of shares, net of issuance cost of $13887,756(*)266266Reverse Stock Split (Note 10 (b)5,901(*)(*)Total comprehensive loss296(5,497)(5,201)Balance as of December 31, 20192,085,900230,102(539)(28,514)1,051(*)Represents an amount of less than $1.The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE, INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20192018Cash flows from operating activities:Net loss(5,497)(5,969)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation3031Change in right to use asset7Revaluation of warrants and derivatives and stockbased compensation liabilities(997)1,632Interest payment of shortterm loan(192)Interest and revaluation of shortterm deposit55(113)Interest received on shortterm deposits1618Revaluation of investment in marketable securities195(123)Capital loss on disposal of property and equipment8Stock based compensation equity692533Stock based compensation liability469Change in embedded derivative(59)Increase in accounts receivable(37)Decrease (increase) in other receivables and prepaid expenses(83)142Increase in trade payables11771Increase (decrease) in accounts payables76(37)Net cash used in operating activities(5,418)(3,597)Cash flows from investing activities:Proceeds from (investment in) shortterm deposits, net1,200(1,200)Proceeds from (investment in) restricted deposits, net181(181)Investment in right to use asset(205)Purchase of property and equipment(103)(40)Net cash provided by (used in) investing activities1,073(1,421)Cash flows from financing activities:Proceeds from exercise of warrants and options3,945Proceeds from issuance of shares, warrants and shortterm loan, net2665,649Repayment of short term loan, net of issuance costs(554)Net cash provided by financing activities2669,040Effect of exchange rate fluctuations on cash and cash equivalents315(664)Increase (Decrease) in cash and cash equivalents and restricted cash(3,764)3,358Cash and cash equivalents and restricted cash at the beginning of the year5,2301,872Cash and cash equivalents and restricted cash at the end of the year1,4665,230Non cash activities:Exercise of warrants and stockbased compensation to equity4,703stockbased compensation liability reclassified to equity284Derivative liability reclassified to equity104The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERALa.My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel ecommerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven byproprietary algorithms, which are able to calculate and record measurements in a variety of novel ways.The Company has two subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporatedin Israel. References to the Company include the subsidiaries unless the context indicates otherwise.My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registeredin the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, theCompany changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field ofcardiology and urology.Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”).Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid2015, theCompany resumed reporting as a public company.b.On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’sinvestors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent applicationthat had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist theconsumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fitwithout the need to try them on.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which iscurrently engaged in the development of the Venture described above.In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18% of the Company’s operating profit, direct orindirect, connected to the Venture for a period of seven years starting from the end of the Venture’s development period.As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time,on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, theCompany’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million.In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company todetermine the identity of the consultant.c.On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’sshares of common stock are listed both on the Nasdaq Capital Market and TASE.d.Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $28,514.The Company has financed its operations mainly through fundraising from various investors.F7MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1 GENERAL (Cont.)The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for theforeseeable future. Based on the projected cash flows and cash balances as of December 31, 2019, management is of the opinion that its existingcash will be sufficient to fund operations until the end of August 2020. As a result, there is substantial doubt about the Company’s ability tocontinue as a going concern.Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale ofadditional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needsthem, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing,it may need to cease operations.The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should theCompany fail to operate as a going concern. e.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2 SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.GAAP”).a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions thataffect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New IsraeliShekel (“NIS”) and thus it is the Company’s and its subsidiary functional currency. The reporting currency according to which these financialstatements are prepared is the U.S. dollar. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates for therelevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of thetransactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Accumulated deficit is translated based on the opening balance translated at the exchange rate at that date and other relevant transactionsduring the year are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equityF8MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company reassessed its functional currency and determined to change its functional currency to the U.S. dollar from the NIS as of January 1,2020. The change in functional currency will be accounted for prospectively from such date. In 2019, the Company went through a strategic shiftwhich involved a significant change in its business model, that clearly indicates that the functional currency has changed, beginning January2020. In previous years, the Company acted as a platform to fund its operational subsidiary, My Size Israel, which conducts its research anddevelopment activities in NIS. Accordingly, the Company has not been substantially focused on its operating activities for that period. By the endof 2018, the Company transitioned to a new business model (B2B2C) and concluded that the main market that the Company should focus onwould be the apparel market in the US. Consequently, the Company established marketing and distribution channels in the US along with having anew pricing model denominated in USD. Throughout 2019, the Company itself hired sales personnel which are based in the US and signedagreements with customers for which it began generating revenue in USD for the first time since it began its operations. Accordingly, by the endof 2019, the Company is no longer considered a ‘holding company’ for the matter of determining its functional currency under ASC 830 based onthe currency of its operating entities. As a result of being an operational company that enters into operational agreements and generates revenueson an ongoing basis, the management of the Company has concluded that as of January 1 2020, the currency that most faithfully portrays theeconomic results of the Company's operations is the U.S. dollar beginning January 1 2020.My Size Israel functional currency remains the NIS.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less at thedate acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment715Leasehold improvementsOver the term of the lease orthe useful life of theimprovements, whichever isshorterf.Impairment of longlived assets:The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by theassets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount ofthe assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less sellingcosts. During the periods ended December 31, 2019 and 2018, no impairment losses have been recorded.g.Severance pay:The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employeesin Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 exempt the Subsidiary from any additional obligation for these employees. As a result, the Subsidiary does notrecognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in theSubsidiary’s balance sheet. These contributions for compensation represent defined contribution plans and expenses are recorded based onactual deposits.F9MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are forwages and subcontractors. i.Income taxes:The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ taxreturns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enactedtax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assetswill be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely thannot that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferredtax assets to the amount more likely than not to be realized. As of December 31, 2019, and 2018, a full valuation allowance was established by theCompany.The Company implements a twostep approach to recognize and measure the benefit of its tax positions. The first step is to evaluate the taxposition taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that,on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to berealized upon settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2019 and 2018 the Company has not recorded a liability for unrecognized tax benefits.j.Accounting for stockbased compensation:The Company accounts for its employees’ stockbased compensation as an expense in the financial statements based on ASC 718. All awards areequity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach torecognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial optionpricingmodel.The Company recorded stock options issued to nonemployees at the grant date fair value, and recognizes expenses over the related serviceperiod by using the straightline attribution approach. All awards are equity classified.On June 20, 2018, the FASB issued ASU 201807, Stock Compensation: Improvements to Nonemployee StockBased Payment Accounting, to alignthe guidance for stock compensation to employees and nonemployees, which replaces ASC 50550, EquityEquityBased Payments to NonEmployees.The Company elected to early adopt the guidance as of October 1, 2018.The ASU affected the measurement and classification of the stockbased payments to consultants in the Company’s financial statements. The fairvalue of each agreement at the adoption date is being considered as the new fair value of the stockbased payments to consultants and theexpenses will be recognized over the remaining service period. Furthermore, as of the adoption date, stockbased payments to consultants wereclassified as equity.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The riskfree interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield fromUS treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.F10MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)k.Fair value of financial instruments:ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework formeasuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market dataobtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptionsdeveloped based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell anasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. Inaddition, the fair value of assets and liabilities should include consideration of nonperformance risk, which for the liabilities described belowincludes the Company’s own credit risk.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in the valuationmethodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily andregularly available in an active market, valuation of these products does not entail a significant degree of judgment.Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, eitherdirectly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publiclytraded company onthe OTCQB.Due to sales restrictions on the sale of the iMine share, the fair value of the shares was measured on the basis of the quoted market price for anotherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the salesrestrictions and is therefore, ranked as Level 2 asset. l.Basic and diluted net loss per share:Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted netincome per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutivepotential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the yearsended December 31, 2019 and 2018, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per sharesince their effect was antidilutive.As described in Note 10a, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the ExchangeRatio and the Reverse Stock Split for all periods presented in these consolidated financial statements.m.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents and short term deposits are invested in banks in Israel and United States. Such deposits in Israel may be in excess ofinsured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investmentsare financially sound and, accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contracts orother foreign hedging arrangements.F11MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)n.Revenue from contracts with customers:The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201409, Revenue from Contracts withCustomers (Topic 606) (ASU 201409), an updated standard on revenue recognition and issued subsequent amendments to the initial guidance inMarch 2016, April 2016, May 2016 and December 2016 within ASU 201608, 201610, 201612 and 201620, respectively (collectively, “ASC 606”).The core principle of the new standard is for companies to recognize revenue to depict the transfer of services to customers in amounts that reflectthe consideration to which the company expects to be entitled in exchange for those goods and services. In addition, the new standard requiresexpanded disclosures. The Company has adopted the standard effective January 1, 2018. The reported results for the year ended December 31,2019 reflect the application of ASC 606 guidance.To recognize revenue under ASC 606, the Company applies the following five steps:1.Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with acustomer and the Company determines that collection of substantially all consideration for the services is probable.2.Identify the performance obligations in the contract.3.Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled inexchange for providing the service to the customer.4.Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entiretransaction price is allocated to the single performance obligation.5.Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognizedover the service term.The Company’s revenue is derived from the sale of cloudenabled software subscriptions, associated software maintenance and support.Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised productsor services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. TheCompany enters into contracts that can include various combinations of products and services, which may be capable of being distinct andaccounted for as separate performance obligations. In case of offerings such as cloudenabled subscription, other service elements in the contractare generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscriptionservices.Product, Subscription and Services OfferingsSuch performance obligations includes cloudenabled subscriptions, software maintenance, training and technical support.Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of thesoftware. Cloudhosted subscription services are sold on a feepersubscription that is based on consumption or usage (per fit recommendation).We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactionswhere the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with thecommitted transactions are first made available to the customer and continuing through the end of the contractual service term. Overusage feesand fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in thetransaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated tothe period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term asthe customer simultaneously receives and consumes the benefit of the underlying service.F12MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently adopted accounting standard:In February 2016, the FASB issued ASU 201602, Leases (Topic 842) (“ASU 201602”). ASU 201602 is intended to increase transparency andcomparability of accounting for lease transactions. For all leases with terms greater than twelve months, the new guidance requires lessees torecognize rightofuse assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative informationabout lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect ofleases in the statement of operations and statement of cash flows is largely unchanged. ASU 201602 is effective starting January 1, 2019. InJuly 2018, the FASB issued ASU 201811, Leases Targeted Improvements, to allow a company to elect an optional modified retrospectivetransition method that applies the new lease requirements through a cumulativeeffect adjustment in the period of adoption. Effective as ofJanuary 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying thenew standard at the adoption date. The Company leases include an office space lease agreement for 36 months, with an option to extend foran additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease thatthe Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.For the office rent lease the Company has elected to account for the lease and nonlease maintenance components as a single leasecomponent. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, includinginsubstance fixed payments, owed over the lease term. Adoption of the new standard resulted in the recording of operating lease righttouseassets and operating lease liabilities on the Company’s consolidated balance sheets, but did not have an impact on the Company’s beginningbalance of retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was therecognition of righttouse assets and lease liabilities on account of the Company’s operating leases. The Company recognized $127 of rightof use assets and operating lease liabilities at January 1, 2019. In addition, the rightofuse assets include leasehold improvements. See alsonote 6.p.Contingencies and CommitmentsLiabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it isprobable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with losscontingencies are expensed as incurred.q.Derivative instrumentsThe Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. F13MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3 CASH AND CASH EQUIVALENTSThe Company’s cash and cash equivalents balance at December 31, 2019 and 2018 is denominated in the following currencies:December 31,20192018US Dollars8064,879Euro474New Israeli Shekels3502571,2035,140NOTE 4 OTHER RECEIVABLES AND PREPAID EXPENSESDecember 31,20192018Prepaid expenses and deferred costs268130Government authorities4027Insurance reimbursement50Other1311321218NOTE 5 PROPERTY AND EQUIPMENT, NETComputersandperipheralequipmentOfficefurnitureandequipmentLeaseholdimprovementsTotalCostBalance as at January 1, 2018982017135Additions32840Translation adjustments(10)(2)(12)Balance as at December 31, 20181202815163Balance as at January 1, 20191202815163Additions262255103Disposals(16)(16)Translation adjustments102113Balance as at December 31, 20191565255263Accumulated DepreciationBalance as at January 1, 2018603568Additions272231Translation adjustments(6)(1)(7)Balance as at December 31, 2018815692Balance as at January 1, 2019815692Additions243330Disposals(8)(8)Translation adjustments718Balance as at December 31, 201911282122Carrying amountsAs at December 31, 20183923971As at December 31, 2019444453141F14MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6 LEASESIn August 2019, the Company entered into an office space lease agreement. The lease term is for 36 months beginning on August 20, 2019 and endingon August 20, 2022, with an option to extend for an additional 36 months. Monthly rent payments including utilities amounting to approximately NIS39,000 per month.In addition, The Company entered into a threeyear cancelable operating lease agreement for cars.Approximate future minimum remaining rental payments due under these leases are as follows:Year Ending:Rentexpense (excluding taxes, fees and other charges) for the year ended December 31, 2019 totaled approximately $174.The Company has entered into operating leases primarily for an office space lease agreement. These leases generally have terms which range from 1year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are includedin the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets”on the Company’s December 31, 2019 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term.The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liabilities” and in the noncurrentliabilities as “Operating lease liabilities long term” on the Company’s December 31, 2019 consolidated balance sheets. Based on the present value ofthe lease payments for the remaining lease term of the Company’s existing leases, the Company recognized rightofuse assets and operating leaseliabilities of approximately $127 on January 1, 2019. Operating lease rightofuse assets and liabilities commencing after January 1, 2019 are recognizedat commencement date based on the present value of lease payments over the lease term. As of December 31, 2019, rightofuse assets and operatinglease liabilities were $761. In addition, the rightofuse assets include payments for leasehold improvements of $205. Rightofuse assets include thecapitalization of improvements (net of amortization) amounting to $205. Total rightofuse assets as of December 31, 2019 amount to $966.The Company recorded a decrease in right to use asset of $7 for the year ended December 31, 2019.Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value ofthe lease payments.The interest rate used to discount future lease payment was 8.69%.Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):Due in a 12month period ended December 31,202016420211722022162202318620241722025115Thereafter971Less imputed interest:(210)Total lease liabilities761F15MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7 RELATED PARTY TRANSACTIONSA. Balances with related parties:The following related party payables are included in trade payables and accounts payable.December 31,20192018Officers (*)2826Directors1311Monkeytech (**)34140(*) The amount includes the net salary payable.(**) The former Chief Technology Officer of the Company, Oded Shoshan, was compensated pursuant to a technology consulting agreement betweenthe Company and Monkeytech Ltd. Mr. Shoshan was the chief executive officer up until April 2019 as well as one of the owners of Monkeytech.B. Related parties benefits:Year endedDecember 31,20192018Salaries and related expenses904792Share based payments473101Directors4557Research and development expenses to subcontractor1641,4221,114NOTE 8 FINANCIAL INSTRUMENTSThe following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classificationwithin the fair value hierarchy:December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities26December 31, 2019Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants and derivative328December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial assetsInvestment in marketable securities208December 31, 2018Fair value hierarchyLevel 1Level 2Level 3Financial liabilitiesWarrants derivative1,252The carrying amounts of cash and cash equivalents, restricted cash, restricted deposit, short term deposit, accounts receivable, other receivables andprepaid expenses, trade payable and accounts payable approximate their fair value due to the shortterm maturities of such instruments.At December 31, 2019, the recognized gain (loss) and fair value (based on quoted market prices with a discount due to security restrictions on IMineshares) of the marketable securities were ($192) and $26, respectively (at December 31, 2018 $123 and $208, respectively).F16MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOMEa.At December 31, 2019, the Company had U.S. federal net operating loss carryforwards of approximately $20,262 available to reduce future taxableincome. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of theInternal Revenue Code of 1986.The U.S. Company has final tax assessments through 2012.On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, loweringthe U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporateincome tax rate, the Company revalued the ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income taxexpense in 2017 due to the revaluation of the valuation allowance.b.Foreign tax:1.Tax rates:Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries:2019 23%2018 23%On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectivesin the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first stepwas to a rate of 24% as of January 2017 and the second step was to a rate of 23% as of January 2018.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately$53,028 as of December 31, 2019. Of these losses, a total of $43,614 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may beoffset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The otherlosses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time.3.Topspin Medical (Israel) Ltd. has final tax assessments through 2013 and My Size (Israel) 2014 Ltd. has final tax assessments through 2014.c.U.S. and foreign components of loss from continuing operations, before income taxes consisted of:December 31,20192018U.S(896)(4,131)NonU.S. (foreign)(4,601)(1,838)(5,497)(5,969)d.Deferred taxes:Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:December 31,20192018Deferred tax assets:Operating loss carryforwards16,45114,380Warrants and options8960Marketable securities375336Other temporary differences295212Deferred tax assets before valuation allowance17,21014,988Valuation allowance(17,210)(14,988)Net deferred tax assetF17MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9 TAXES ON INCOME (Cont.)The following table presents a reconciliation of the beginning and ending valuation allowance:December 31,20192018Balance at beginning of the year14,98814,835Additions in valuation allowance to the income statement1,211876Reductions in valuation allowance due to exchange rate differences and change in tax rate1,011(723)Balance at end of the year17,21014,988In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred taxassets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporarydifferences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuationallowance at December 31, 2019 and 2018.e.Theoretical taxThe following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements:December 31,20192018Loss before income taxes5,4975,969Statutory tax rate21%21%Computed “expected” tax expense1,1541,253Foreign tax rate differences and exchange rate differences7738Nondeductible expenses(20)(415)Change in valuation allowance(1,211)(876)Taxes on incomeNOTE 10 SHAREHOLDERS’ EQUITYa.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right toreceive dividends if declared.b.On November 18, 2019, the Company announced that the Board approved a oneforfifteen reverse stock split of its common stock (the “ReverseStock Split”). Upon the Reverse Stock Split every fifteen shares of the Company’s issued and outstanding common stock is automaticallyconverted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made tothe per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders topurchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was roundedup to the next whole number.For accounting purposes, all share and per share amounts for common stock, warrants stock, options stock and loss per share amounts reflect theReverse Stock Split for all periods presented in these financial statements. Any fractional shares that resulted from the Reverse Stock Split wererounded up to the nearest whole share.F18MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)c.On December 22, 2017, the Company completed a public offering of 255,500 shares of its common stock to the public at $9.75 per share and fiveyear warrants to purchase an aggregate of 191,628 shares of common stock at an exercise price of $12.765 per share. Total consideration from thepublic offering was $2,490. The proceeds net of issuance costs were $2,130.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at fair value and accounted for $1,625, and the residual net amount of $505 was recorded in equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at fair value of $34 and $124, respectively.The warrants include antidilution price protection, in the event that the Company will issue additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants. In addition, upon the Company’s entering into an agreement to issue securitiesthat are issuable at a price which varies or may vary with the market price of the Company’s common stock (the “Variable Price”), the holder of thewarrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold by the Company pursuant to theagreement.During the year ended December 31, 2018, warrants to purchase 176,995 shares of the Company’s common stock were exercised for proceeds tothe Company of $2,260.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $3,851.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 14,633 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value1,62533Strike Price$12.765$4.1Dividend Yield %Expected volatility89.5%94.3%Risk free rate2.26%1.64%Expected term52.98Stock Price$10.65$3.32F19MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)d.On February 2, 2018, the Company conducted a public offering of its securities pursuant to which it issued an aggregate of 200,000 shares of itscommon stock and fiveyear warrants to purchase up to 100,013 shares of common stock at an exercise price of $39.75 per share for grossproceeds of $6,000. The Company received net proceeds of $5,464 after deducting placement agent fees and other offering expenses.The common stock and warrants are accounted for as two different components.Warrants exercisable into shares of common stock are recognized as a liability and measured at fair value. Changes in fair value are recorded in thestatements of comprehensive loss.The warrants were measured at a total fair value of $2,102, and the residual net amount of $3,547 was recorded in the equity.As of December 31, 2019 and 2018, the warrants were presented in the balance sheet at a fair value of $231 and $862, respectively.The warrants include antidilution price protection in the event that the Company issues additional shares of common stock or common stockequivalents at a price lower than the exercise price of the warrants, subject to customary exceptions. In addition, upon the Company’s enteringinto an agreement to issue securities that are issuable at a price which varies or may vary with the market price of the Company’s common stock(the “Variable Price”), the holder of the warrant may elect to adjust the exercise price of the warrants to the Variable Price of the securities sold bythe Company pursuant to the agreement.During November 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 100,013 shares of common stockof the Company, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November18, 2019, following the issuance of shares of common stock under the Company’s atthemarket offering program.The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo Model:Day of issuanceAs ofDecember 31st,2019Fair Value2,102231Strike Price$39.75$4.1Dividend Yield %Expected volatility96.7%93.6%Risk free rate2.59%1.65%Expected term53.09Stock Price$25.35$3.32e.On September 13, 2019, the Company entered into an At the Market Offering Agreement (“ATM”) with HC Wainwright. According to theagreement, the Company may offer and sell, from time to time, its shares of common stock having an aggregate offering price of up to $5.5 millionthrough HC Wainwright, or the ATM Prospectus Supplement. From September 13, 2019 until December 31, 2019, the Company issued 87,756shares of common stock at an average price of $4.77 per share through the ATM Prospectus, resulting in net proceeds of $418. The Company paida commission equal to 3% of the gross proceeds from the sale of our shares of common stock under the ATM Prospectus. On January 15, 2020,the Company terminated the ATM Prospectus, but the Sales agreement remains in full force and effect.The common stock is accounted for under equity, resulting in an increase of $266 after deducting legal and other related expenses.F20MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10 SHAREHOLDERS’ EQUITY (Cont.)f.A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below:Number ofWarrantsWeightedAverageExercisePriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2017268,32916.5Issued100,013Expired or exercised(224,065)Outstanding, December 31, 2018144,27731.54.06IssuedExpired or exercisedOutstanding, December 31, 2019144,2774.1(*)3.06Exercisable, December 31, 2019144,2774.1(*)3.06As of December 31, 2019, and 2018, the warrants that were issued during the year ended December 31, 2018, were deemed to be a derivative liability.(*) Pursuant to the antidilution adjustment provisions in outstanding warrants, the per share exercise price was reduced to $4.1, following theissuance of shares of common stock under the Company’s atthemarket offering program.NOTE 11 STOCK BASED COMPENSATIONThe stockbased expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketingand General and Administrative expenses as shown in the following table:Year endedDecember 31,20192018Stockbased compensation expense Research and development16150Stockbased compensation expense Sales and marketing1793Stockbased compensation expense General and administrative3529496921,002The allocation of the stockbased expenses between equity and liability recorded in the financial statements is as shown in the following table: Year endedDecember 31,20192018Stockbased compensation expense equity awards692533Stockbased compensation expense liability awards4696921,002F21MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Options issued to consultantsa.In December 2016, the Company engaged a consultant (“Consultant2”) to provide services to the Company with respect to marketing strategy andpublic relations, including potential investor relations.The share based cost recognized during the year 2019 and 2018, including the cost associated with the consulting service attributed to thereporting period and the revaluation of the options amounted to $0 and $549, respectively.In addition, in 2018, an amount of $203 was classified to equity following the adoption of ASU 201807, see also Note 2 j.b.In April 2017, the Company engaged a consultant (“Consultant3”) to provide services to the Company with respect to financing and strategicadvisory for a period of two years. For such consulting services, the Company agreed to pay a monthly retainer and agreed to issue toConsultant3 3,334 shares of the Company common stock and 2,084 shares each quarter thereafter.During 2019 and 2018, the Company issued 10,417 shares of common stock to Consultant3 each year.During the years 2019 and 2018, costs in the sum of $48 and $192, respectively, were recorded as a stockbased compensation expense relating toequity awards.F22MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)c.In July 2017, the Company engaged a consultant (“Consultant4”) to provide services to the Company with respect to business consulting for aperiod of one year. For such consulting services, the Company issued to Consultant4 10,000 stock options to purchase up to 10,000 shares of theCompany’s common stock at an exercise price of $30 per share. The options vest in four equal installments on a quarterly basis and terminate 18months from each vesting date. During the year 2018, costs in sum $70 were recorded as stockbased liability awards. In addition, in 2018, anamount of $7 was classified to equity following the adoption of ASU 201807, see also note 2 j. As of December 31, 2019, the options were notexercised and expired.d.In August 2017, the Company engaged a consultant (“Consultant5”) to provide services to the Company with respect to various servicesincluding corporate planning, financial public relations, business strategy and shareholders relations. For such consulting services, the Companyagreed to issue to Consultant5 options to purchase 66,667 shares of the Company’s common stock at an exercise prices of $15.00 per shareexercisable until April 30, 2018 and 15,334 options to purchase common stock at exercise price of $37.5 per share exercisable until December 31,2018. The board approved the issuance on August 31, 2017.In January 23, 2018, the Company and Consultant5 entered into an amendment to the consulting agreement pursuant to which the number of theoptions and the exercise prices of the options were amended to 53,334 options at $15.00 per share exercisable until July 23, 2018.The options were not exercised and expired on July 23, 2018.e.In January 2018, the Company entered into a twelvemonth agreement with a consultant (“Consultant6”) to provide strategic consulting andinvestor relations services. Pursuant to the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue to Consultant66,600 shares of common stock of the Company in three tranches of 2,200 each, with each tranche vesting on the first day of January, April andAugust 2018. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 6,600 shares of common stock to Consultant6.During 2019 and 2018, an amount of $0 and $112 was recorded as a stockbased equity award with respect to Consultant6.f.In February 2018, the Company entered into an agreement with a consultant (“Consultant7”) to provide consulting services relating to investorrelations. Pursuant to the agreement and in consideration for such services, the Company agreed to issue to Consultant7 4,334 shares of commonstock of the Company. Under the agreement, the shares vested as follows: 3,334 shares shall vest upon the effective date of the agreement and1,000 shares shall vest three months after the effective date of the agreement. The board approved the issuance on February 14, 2018.In February 2018, the Company issued 3,334 shares of common stock to Consultant 7 and in May 2018, the Company issued 1,000 shares ofcommon stock to Consultant7.During 2019 and 2018, an amount of $0 and $77, respectively was recorded by the Company as a stockbased expense equity awards with respectto Consultant7.F23MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)g.In October 2017, the Company entered into agreements with three consultants (collectively, the “Consultants”) to provide services to theCompany including promoting the Company’s products and services. For such consulting services, the Company agreed to issue to each of theConsultants options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $30.00 per share. The options vestquarterly in four equal installments and terminate eighteen (18) months from their respective vesting dates. The issuance of the options under theagreement was subject to the increase in the number of shares of the Company’s common stock reserved for issuance pursuant to the Company’s2017 Consultant Plan. The increase in reserve pursuant to the Company’s 2017 Consultant Plan was approved by the Company’s stockholders onFebruary 12, 2018 at the Company’s special meeting of stockholders.During 2019 and 2018, an amount of $0 and $73 was recorded by the Company as a stockbased liability awards and stockbased equity awards,with respect to the Consultants. In addition, in 2018, an amount of $60 was classified to equity following the adoption of ASU 201807, see alsoNote 2 j.h.In February 2018, the Company entered into an agreement with a consultant (“Consultant8”) to provide services to the Company includingimproving the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant8 options to purchase up to 367 shares of the Company’s common stock at an exercise price of $21.15 per share. Theoptions are fully vested and shall terminate five years after the grant date.During 2019 and 2018, amount of $0 and $5 was recorded by the Company as a stockbased liability awards, with respect to Consultant8. Inaddition, in 2018, an amount of $4 was classified to equity following the adoption of ASU 201807, see also Note 2 j.i.In February 2018, the Company entered into an agreement with a consultant (“Consultant9”) to provide services to the Company includingmarketing and improving the implementation of the technology with potential customers. Pursuant to such agreement and in consideration forsuch consulting services, the Company agreed to issue to Consultant9 options to purchase up to 1,000 shares of the Company’s common stock atan exercise price of $30 per share. The options shall vest quarterly in three equal installments and shall terminate five years after the grant date.During 2019 and 2018, amounts of $0 and $4 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $1 as a stockbased equity awards respectively, with respect to Consultant9. In addition, in 2018, an amount of $7 was classified to equity following theadoption of ASU 201807, see also note 2 j.j.In August 2018, the Company entered into an agreement with a consultant (“Consultant10”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant10 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $15.00 per share.The options shall vest quarterly in eight equal installments and shall terminate five years after the grant date. The board approved the issuance onAugust 15, 2018.During 2019 and 2018, amounts of $22 and $2 were recorded by the Company as stockbased liabilityawards and amounts of $0 and $6 stockbased expense equity awards respectively, with respect to Consultant10. In addition, in 2018, an amount of $3 was classified to equity followingthe adoption of ASU 201807, see also note 2 j.k.In December 2018, the Company entered into an agreement with a consultant (“Consultant11”) to provide services to the Company includingpromoting the Company’s products and services. Pursuant to such agreement and in consideration for such consulting services, the Companyagreed to issue to Consultant11 options to purchase up to 3,334 shares of the Company’s common stock at an exercise price of $11.325 per share.The options shall vest quarterly in four equal installments and shall terminate five years after the grant date. The board approved the issuance onDecember 27, 2018.During 2019 and 2018, an amount of $29 and $1 was recorded by the Company as a stockbased equityawards with respect to Consultant11.l.In January 2019, the Company entered into an agreement with a consultant (“Consultant12”) to provide services to the Company includingpromoting the Company’s products and services via potential sources of media. Pursuant to said agreement and in partial consideration for suchconsulting services, the Company agreed to issue to Consultant12 a warrant to purchase up to 3,334 shares of the Company’s common stock uponexecution of the agreement and after six months, a further warrant to purchase 6,667 shares of the Company’s common stock. The warrants areexercisable at $15.00 per share and have a term of 12 months from the date of issuance.During 2019, an amount of $42 was recorded by the Company as stockbased equity awards with respect to Consultant12.F24MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)m.In April 2019, the Company entered into a twelve month agreement with a consultant (“Consultant13”) to provide services to the Companyincluding assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and inpartial consideration for such consulting services, the Company agreed to issue to Consultant13 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 4 equal installmentsevery three months starting July 2019. Unexercised options shall expire 2 years from the effective date.During 2019, an amount of $8 was recorded by the Company as stockbased equity awards with respect to Consultant13.n.In July 2019, the Company entered into a three year agreement with a consultant (“Consultant14”) to provide services to the Company includingassisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partialconsideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 2,667 shares of theCompany’s common stock upon execution of the agreement. The options are exercisable at $15.00 per share and shall vest in 3 equal installmentsevery twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date.During 2019, an amount of $3 was recorded by the Company as stockbased equity awards with respect to Consultant14.The Company’s outstanding options granted to consultants as of December 31, 2019 are as follows:Issuance dateOptions forCommon stockWeightedAverageexercise priceper shareOptionsexercisableExpirationdateApril 20123,068NIS2.253,068April 2022September 20144,000NIS244,000September 2020September 20142,334NIS302,334September 2020May 201766,667USD6466,667March 2019March 2020October 20175,001USD305,001July 2019April 2020February 20181,367USD27.61,367May 2021February 2023August 2018December 201813,335USD14.15,419August 2023December 2023JanuaryJune 201910,000USD1510,000January 2020July2020July 20195,334USD151,333April 2021July2023Total111,10699,189The Company uses the Black & Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.The fair value of the Company’s stock options granted to nonemployees was calculated using the following weighted average assumptions:Year ended December 31,Year ended December 31,20192018Dividend yield0%0%Expected volatility68.9%94.4%84%102%Riskfree interest1.81 2.56%2.02%2.97%Contractual term of up to (years)141.15F25MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 11 STOCK BASED COMPENSATION (Cont.)Stock Option Plan for employeesIn March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options toofficers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 200,000options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.The fair value of each option award is estimated on the date of grant using the Binomial optionpricing model that used the weighted averageassumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the timeof grant.2019grants2018grantsDividend yield0%0%Expected volatility85.2%86.3388.43%Riskfree interest1.822.133.04%Contractual term of up to (years)4.955.014.75Suboptimal exercise multiple (NIS)55In the years ending December 31, 2019 and 2018, 103,601 and 10,635 options, respectively, were granted.The total stock option compensation expense in the year ending December 31, 2019 amounted to $540 as follows: R&D expenses amounted to $161,S&M expenses amounted to $168 and General and administrative expenses amounted to $211.The total stock option compensation expense in the year ending December 31, 2018 amounted to $139 as follows: R&D expenses amounted to $50,S&M expenses amounted to $3 and General and administrative expenses amounted to $86.As of December 31, 2019, there was a total of $737 unrecognized compensation cost relating to nonvested sharebased compensation arrangements.That cost is expected to be recognized over a weightedaverage period of 2.75 years.Share option activity during 2019 is as follows:2019Number ofoptionsWeighted averageexercise price US$Outstanding at January 168,637$17.4Granted103,60111.33ExercisedExpired(8,334)Outstanding at year end163,90413.87Vested at year end101,11615.43Share option activity during 2018 is as follows:2018Number ofoptionsWeighted averageExercise price US$Outstanding at January 161,70318.15Granted10,63513.65Exercised(1,778)Expired(1,923)Outstanding at year end68,637$17.4Vested at year end54,889$18.15F26MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 12 SHORT TERM LOANOn October 26, 2017, the Company entered into a loan agreement with certain accredited investors in a private placement transaction for totalconsideration of $1,200. The Company was required to repay a principal amount of $1,333 and to issue 59,264 warrants to purchase up to 59,264 sharesof the Company’s common stock.The warrants and loan are accounted for as two different components.As of December 31, 2019 and 2018, the warrants were measured at fair value of $63 and $257, respectively. Changes in fair value of the warrants arerecorded in the statement of comprehensive loss.During February 2018, the Company repaid the remaining outstanding balance and recorded financial expenses in an amount of $192During 2018, warrants to purchase 29,633 shares of the Company’s common stock were exercised, respectively, for total proceeds to the Company of$318.Upon the exercise of the warrants, the Company reclassified the liabilities associated with the warrants to equity in the total amount of $411.During November, 2019, pursuant to the antidilution adjustment provisions in outstanding warrants to purchase 29,633 shares of common stock of theCompany, the per share exercise price was reduced to $4.1, after giving effect to the oneforfifteen reverse stock split effected on November 18, 2019,following the issuance of shares of common stock under the Company’s atthemarket offering program. The following table sets forth the assumptions used to measure the fair value of the warrants using the Monte Carlo ModelDay ofissuanceAs ofDecember 31st,2018As ofDecember 31st,2019Fair Value$523$257$63Strike Price$11.25$10.725$4.1Dividend Yield %Expected volatility86.73%88.96%87.12%Risk free rate2.11%2.51%1.64%Expected term53.82.8Stock Price$11.25$11.55$3.32F27MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 13 CONTINGENCIES AND COMMITMENTSa.On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York,County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to bedetermined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also inthe same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answerand asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificatesto North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a thirdparty complaint against theCompany’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018,the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Boardfiled a motion to dismiss North Empire’s thirdparty complaint. On January 6, 2020, the Court granted the motion and dismissed the thirdpartycomplaint. The parties are now engaging in discovery in connection with the claims and counterclaims.The Company believes it is more likely than not that the counterclaims will be denied.b.On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with theminimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq ListingRule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that afailure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notificationprovided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regaincompliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutivebusiness days.The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from theStaff that, based upon the Company’s continued noncompliance with the Rule, the Staff had determined to delist the Company’s common stockfrom Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The hearing occurred on September19, 2019.On October 1, 2019, the Panel granted the Company’s request for continued listing of the Company’s common stock on the Nasdaq Capital Marketpursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by suchdate and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, atthe annual meeting of the Company’s stockholders, discretionary authority was granted to the Company’s board of directors to effect a reversestock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.on November 19, 2019, the Company received formal notice from Nasdaq that the Company’s noncompliance with the minimum $2.5 millionstockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”), as of September 30, 2019, couldserve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plansto timely present its plan to regain compliance with the Stockholders’ Equity Rule for the Panel’s consideration.On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced fullcompliance with the minimum $1.00 per share bid price requirement, and granted the Company’s request for continued listing on Nasdaq pursuantto an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders’ equity requirement. As previouslydisclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders’ Equity Rule as ofSeptember 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. ThePanel’s February 7, 2020 decision follows such hearing.F28MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 14 SALES AND MARKETINGYear endedDecember 31,20192018Salaries582163Consultants and subcontractors434218Marketing480144Share based payments for consultants and employees1793Travel99284Other155871,929899NOTE 15 GENERAL AND ADMINISTRATIVE EXPENSESYear endedDecember 31,20192018Salaries554617Professional services721813Share based payments for consultants, directors and employees352949Rent, office expenses and communication285194Insurance296149Travel66144Directors4557Other2682482,5873,171NOTE 16 FINANCIAL INCOME (EXPENSE), NETYear endedA. Financial incomeDecember 31,20192018Revaluation of derivative8156Exchange rate differences706Revaluation investment in marketable securities123Change in fair value of warrants989Other51281,0481,013F29MY SIZE, INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 16 FINANCIAL INCOME (EXPENSE), NET (Cont.)Year endedB. Financial expenseDecember 31,20192018Exchange rate differences357Financial expenses from loans192Change in fair value of warrants1,587Revaluation investment in marketable securities195Other3285551,807NOTE 17 EVENTS SUBSEQUENT TO THE BALANCE SHEETa.On January 15, 2020, the Company conducted a public offering of its securities pursuant to which it issued 514,801 shares of its common stock andwarrants to purchase up to 514,801 shares of common stock at an exercise price of $3.76 per share for gross proceeds of $2,000. The term of thewarrants are five and a half years. The Company received net proceeds of $1,700 after deducting placement agent fees and other offeringexpenses.b.In late 2019, a novel strain of COVID19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largelyconcentrated in China, it has now spread to several other countries, including Israel, and infections have been reported globally. Many countriesaround the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, includingtemporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct ofbusiness. These measures have resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operationswill depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity ofthe outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of thecoronavirus globally, could adversely impact our operations and workforce, including our marketing and sales activities and ability to raiseadditional capital, which in turn could have an adverse impact on our business, financial condition and results of operation. F30ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSUREThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event asdescribed in Item 304 (a)(1)(v) of Regulation SK.ITEM 9A. CONTROLS AND PROCEDURESDisclosure ControlsWe carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) as of December 31, 2019. Basedupon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this Annual Report on Form10K, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Exchange Act, as amended,is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingOur internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only inaccordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financialreporting at December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as ofDecember 31, 2019, our internal control over financial reporting was effective. This Annual Report on Form 10K does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuersthat are not “large accelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.37PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors.NAMEAge POSITIONRonen Luzon49Chief Executive Officer and Director Or Kles37Chief Financial Officer Billy Pardo44Chief Operating Officer Oron Branitzky (1)(2)(3)61Director Oren Elmaliah (1)(2)(3)36Director Arik Kaufman (1)(2)(3)39Director Ilia (Eli) Turchinsky 32Chief Technology Officer (1)Member of our audit committee(2)Member of our nominating and corporate governance committee(3)Member of our compensation committeeThe business background and certain other information about our directors and executive officers is set forth below: Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Ronen Luzon hasadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides technological solutionsfor integrated communication infrastructures, security and control systems. Prior to Malers, he held several senior marketing, sales management and professionalservices positions in a variety of international high tech companies including VP marketing of GA Tech and Professional Services Manager of Eldat Communication.Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as amember of our board of directors because of his more than 20 years of experience in the technology sector.Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May2013 until April 2016 he served as Assistant Controller of Shikun and BinuiSolel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as anAssociate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of ManagementAcademic Studies. Mr. Kles is a certified public accountant in Israel.Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms.Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successfuldelivery in various methodologies, including Fourier Education’s awardwinning einstein™ Science Tablet. Prior to that Ms. Pardo served in various productmanagement positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&DTeam Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo receivedan MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of TelAvivYaffo.38Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. SinceNovember 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as VicePresident of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and Sarin TechnologiesLtd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky servedas an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from TelAviv University. We believe that Mr. Branitzky is qualified to serve as a member of our board of directors because of his more than 20 years of experience inmanaging the sales of hitech solutions to retailers across the globe. Oren Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL and hasacted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. SinceFebruary 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. Inaddition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has servedas Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and fromJune 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in Accounting/Economics and a Msc. inFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as amember of our board of directors because of his vast finance experience and public company management and administration in the fields of finance, accounting,and financial regulation. Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law,corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial reporting and financial regulation.Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General LegalCounsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman was an attorney at Victor Tshuva and Co. Mr. Kaufman interned atBaratz, Horn and Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd and, since January 2018, Mr. Kaufman has served as an external director ofTechnoPlus Ventures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd. Mr. Kaufman holds an LLB in Law from the InterdisciplinaryCenter, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our board of directors based upon his experienceof assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served as a member ofthe board of various publicly traded companies, including companies that operate in the same industry as us. Ilia (Eli) Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior tojoining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that providesdesign, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor atIQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University inComputer Science and an M.Sc. from the Open University of Israel in Computer Science. Family RelationshipsRonen Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer, are husband and wife. Thereare no other family relationships among any of our current or former directors or executive officers. 39Involvement in Certain Legal ProceedingsWe are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation SK.Board of DirectorsThere are no agreements with respect to the election of directors. Each director is elected for a period of one year at our annual meeting of stockholders andserves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The board may also appointadditional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly electedand qualified or until his or her earlier resignation or removal. Our board of directors has reviewed the materiality of any relationship that each of our directors haswith us, either directly or indirectly. Based upon this review, we believe that Arik Kaufman, Oren Elmaliach, and Oron Branitzky qualify as independent directors inaccordance with the standards set by the Nasdaq and Rule 10A3 promulgated under the Exchange Act.Committees of the BoardAudit CommitteeOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee. The auditcommittee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independentregistered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee actsunder a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings.The audit committee charter is available on our website www.mysizeid.com. The board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. Inaddition, the board of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq StockMarket. The board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee, and is independent, as theSEC has defined that term in Item 407 of Regulation SK.Compensation CommitteeOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensationcommittee. The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for ourexecutives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, andother executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensationcommittee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scomposition and meetings. The compensation committee charter is available on our website www.mysizeid.com.Our board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of theNasdaq Stock Market.Nominating and Corporate Governance CommitteeThe members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves aschairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter, which morespecifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s composition and meetings.The nominating and corporate governance committee charter is available on our website www.mysizeid.com. 40The nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for us andconsiders recommendations for director nominees. The nominating and corporate governance committee also considers stockholder recommendations for directornominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election tothe board of directors should follow the procedures set forth in our bylaws.The nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers andothers. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;and●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assumebroad fiduciary responsibility.The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporategovernance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to timeand will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board of directors members. The nominating andcorporate governance committee will not distinguish among nominees recommended by stockholders and other persons.Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term isdefined by the rules of the Nasdaq Stock Market.Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equitysecurities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directorsand greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review ofcopies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 was filed late by Ilia Turchinsky.Code of Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publiclyavailable on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report andis not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to ourdirectors, principal executive and financial officers will be posted on the “InvestorsCorporate Governance” section of our website at www.mysizeid.com or will beincluded in a Current Report on Form 8K, which we will file within four business days following the date of the amendment or waiver.Change in Procedures for Recommending DirectorsThere have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors from thoseprocedures set forth in our Proxy Statement for our 2019 Annual Meeting of Stockholders, filed with the SEC on July 8, 2019.41ITEM 11. EXECUTIVE COMPENSATIONSummary Compensation TableThe following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.Name and Principal PositionYearSalary($) (1)Bonus($)StockAwards($)OptionAwards($) (2)All OtherCompensation($)Total($)Eli Walles (3)201949,00073,000122,000Former Chairman of the Board2018117,00019,00037,00056,000229,000Ronen Luzon2019168,000229,000123,000520,000Chief Executive Officer2018145,00044,00018,00078,000285,000Or Kles2019101,00059,00047,000207,000Chief Financial Officer201889,00021,00014,00036,000160,000Billy Pardo2019135,000130,00067,000332,000Chief Operating Officer2018125,00019,00018,00050,000213,000(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6, respectively.(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordancewith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. Theassumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.(3)Mr. Walles’ employment as our Chairman ceased as of June 1, 2019.All Other Compensation TableThe “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:NameYearAutomobileRelatedExpenses($)Manager’sInsurance*($)EducationFund*($)Other socialbenefits**($)Total($)Eli Walles20199,0007,0004,00053,00073,000201811,00021,00011,00013,00056,000Ronen Luzon201929,00030,00013,00051,000123,000201824,00026,00011,00012,00073,000Or Kles201915,00015,0008,0009,00047,00020186,00013,0007,00010,00036,000Billy Pardo201915,00020,00010,00022,00067,00020182,00026,00012,00010,00050,000*Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severancesavings (in accordance with Israeli law), defined contribution taxqualified pension savings and disability insurance premiums. An education fund is asavings fund of pretax contributions to be used after a specified period of time for educational or other permitted purposes.**Other social benefits for 2019 and 2018 for all named individuals includes tax payments in respect of social benefits, and additionally in 2018, for each ofRonen Luzon and Billy Pardo, includes a sum of $5,000 for travel related expenses. Other social benefits for Eli Walles in 2019 includes payment for thebalance of vacation days and for advance notice period.42Agreements with Named Executive OfficersRonen LuzonOn November 18, 2018, My Size Israel, our whollyowned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon EmploymentAgreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Pursuant to the terms of the Luzon Employment Agreement, Mr. Luzon shallreceive NIS 50,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Luzon shall be entitled socialbenefits and to other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage,including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreementand subject to certain conditions, payments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance paymentsdue to Mr. Luzon. The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provideswritten notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Luzon’s employment without priorwritten notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment Agreement).Or KlesOn November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which Mr. Kleswill serve as our Chief Financial Officer. Pursuant to the terms of the Kles Employment Agreement, Mr. Kles shall receive NIS 30,000 per month as his base salary andshall be eligible to receive such bonus as determined by us. In addition, Mr. Kles shall be entitled to social benefits and other benefits, including, but not limited to,contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days,sick leave and expense reimbursement. Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to thepension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Kles. The term of the Kles Employment Agreement shall beeffective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of thetermination of such agreement. We may also terminate Mr. Kles’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined inthe Kles Employment Agreement).43Billy PardoOn November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant to which Ms.Pardo will serve as our Chief Product Officer. Pursuant to the terms of the Pardo Employment Agreement, Ms. Pardo shall receive NIS 40,000 per month as her basesalary and shall be eligible to receive such bonus as determined by us. In addition, Ms. Pardo shall be entitled to social benefits and other benefits, including, butnot limited to, contributions towards an education fund, pension scheme, manager’s insurance ,insurance coverage, including insurance in case of disability, annualvacation days, sick leave and expense reimbursement. Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments madeby us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Ms. Pardo. The term of the Pardo EmploymentAgreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days inadvance of the termination of such agreement. We may also terminate Ms. Pardo’s employment without prior written notice (or payment in lieu of such notice) forCause (as defined in the Pardo Employment Agreement).Eli WallesOn November 18, 2018, My Size Israel entered into an employment agreement with Eliyahu Walles, or the Walles Employment Agreement, pursuant towhich Mr. Walles will serve as our Chairman of the board of directors. Pursuant to the terms of the Walles Employment Agreement, Mr. Walles shall receive NIS35,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Walles shall be entitled to social benefits andother benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, includinginsurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Walles Employment Agreement and subjectto certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Walles. Theterm of the Walles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to theother party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Walles’ employment without prior written notice (orpayment in lieu of such notice) for Cause (as defined in the Walles Employment Agreement).On June 2, 2019, Mr. Walles tendered his resignation as Chairman of the board of directors, effective immediately. In connection with Mr. Walles’sresignation, the Company and Mr. Walles agreed to amend his employment agreement and subsequently entered into a Termination Agreement dated as of July 23,2019. Under the terms of the Termination Agreement, Mr. Walles’s term of employment with us cease as of June 1, 2019, the advance notice period was amended tofour months such that Mr. Walles shall be entitled to receive four monthly salaries, and the termination date of all vested options granted to Mr. Walles wasextended until June 1, 2020.Outstanding Equity Awards at Fiscal YearEndThe following table provides information regarding options held by each of our named executive officers that were outstanding as of December 31, 2019.Option AwardsName and Principal PositionNumber ofSecuritiesUnderlyingUnexercisedOptionsExercisableNumber ofSecuritiesUnderlyingUnexercisedOptionsUnexercisableOptionExercisePriceOptionExpirationDateEli Walles – Former Chairman of the Board20,000(1)$18.157/24/2022Ronen Luzon Chief Executive Officer10,000(1)$18.157/24/202228,889(2)11,112$11.45/29/2024Or Kles – Chief Financial Officer5,667(3)$18.157/24/20224,000(4)10,000$11.45/29/2024Billy Pardo Chief Operating Officer10,000(1)$18.157/24/202216,667(5)5,667$11.45/29/2024(1)The option has a grant date of July 24, 2017 and vested in full on January 24, 2018. Mr. Walles’ term of employment with the Company ceased as of June 1,2019.(2)The option has a grant date of May 29, 2019. 6,667 options vested immediately upon grant, 11,111 options vested on January 24, 2019, 11,111 options will veston January 24, 2020 and 11,111 options will vest on January 24, 2021.(3)The option has a grant date of July 24, 2017. 1,889 options vested immediately upon grant, 1,889 options vested on May 1, 2018 and 1,889 options vested onMay 1, 2019.(4)The option has a grant date of May 29, 2019. 4,000 options vested immediately upon grant, 3,333 options will vest on May 1, 2020, 3,333 options will vest onMay 21, 2021 and 3,334 options will vest on May 1, 2022.(5)The option has a grant date of May 29, 2019. 5,334 options vested immediately upon grant, 5,666 options vested on January 24, 2019, 5,667 options will veston January 24, 2020 and 5,667 options will vest on January 24, 2021.44Director CompensationThe following table sets forth compensation information for our nonemployee directors for the year ended December 31, 2019.NameFees earned orpaid incash ($)(1)Optionawards($)(1)Total($)Oren Elmalih15,44811,37926,827Oron Barnitzky15,08311,37926,462Arik Kaufman14,71311,37926,092(1)Fees for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6 respectively.(2)Amounts in this column represent the grant date fair value of options granted to the nonemployee directors during 2019, computed in accordance with FASBASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the nonemployee directors. The assumptions madein valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.We compensate our nonemployee directors for their service as a member of our board. Mr. Walles, our former Chairman, and Mr. Luzon received noseparate compensation for board service. Mr. Walles’ and Mr. Luzon’s compensation is set forth above in the Summary Compensation Table.Each nonemployee director is entitled to receive a per meeting fee of $286. Nonemployee directors are also reimbursed for their travel and reasonable outofpocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is required by the board or the committee(s)on which that director serves.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSecurity Ownership of Certain Beneficial Holders and ManagementThe following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 1, 2020 by (i) each personknown to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directorsand executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to allshares beneficially owned, subject to community property laws, where applicable.Beneficial Owner(1)Shares ofCommon StockBeneficiallyOwnedPercentage(2)5% Holder:Shoshana Zigdon233,3349.0%Executive officers and directors:Ronen Luzon182,619(3)6.8%Or Kles9,667(4)*Billy Pardo182,619(5)6.8%Ilia (Eli) Turchinsky1,893(6)*Arik Kaufman2,344(7)*Oren Elmaliah2,344(8)*Oron Branitzky2,344(9)*All Executive Officers and Directors as a Group (8 persons)201,1817.5%*Less than 1%(1)The address of each person is c/o My Size, Inc., 4 Hayarden St., POB 1026, Airport City, Israel 7010000 unless otherwise indicated herein.45(2)The calculation in this column is based upon 2,600,701 shares of common stock outstanding on March 1, 2020. Beneficial ownership is determined inaccordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock thatare currently exercisable or exercisable within 60 days of March 1, 2020 are deemed to be beneficially owned by the person holding such securities for thepurpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentagebeneficial ownership of any other person.(3)Consists of (i) 117,064 shares of common stock, (ii) options to purchase up to 38,890 shares of our common stock, and (iii) options to purchase up to 26,665shares of our common stock which are held by Billy Pardo, Ronen Luzon’s spouse. Mr. Luzon may be deemed to beneficially hold the securities of us held byMs. Pardo.(4)Consists of an option to purchase 9,667 shares of our common stock.(5)Consists of (i) options to purchase up to 26,665 shares of the Company’s common stock, (ii) 117,064 shares of common stock which are held by Ronen Luzon,Billy Pardo’s spouse, and (iii) options to purchase up to 38,890 shares of our common stock which are held by Ronen Luzon, Billy Pardo’s spouse. Ms. Pardomay be deemed to beneficially hold the securities of the Company held by Mr. Luzon.(6)Consists of options to purchase up to 1,893 shares of our common stock.(7)Consists of options to purchase up to 2,334 shares of our common stock.(8)Consists of options to purchase up to 2,334 shares of our common stock.(9)Consists of options to purchase up to 2,334 shares of our common stock.Change in ControlWe are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including anypledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control.Securities Authorized for Issuance Under Equity Compensation PlansOn January 29, 2017, our board of directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan, which were approvedby our stockholders on March 21, 2017. In addition, on January 29, 2017, our board of directors approved the Stock Option Plan Israel Grantees SubPlan. The 2017Equity Incentive Plan initially authorized the issuance of up to 2,000,000 shares of common stock under the plan and the 2017 Consultant Equity Incentive Planinitially authorized the issuance of up to 3,000,000 shares of common stock under the plan. On February 12, 2018, our stockholders approved an amendment to the2017 Consultant Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance under the plan from 3,000,000 to4,500,000. On July 3, 2018, our stockholders approved an amendment to the 2017 Equity Incentive Plan to increase the maximum number of shares of our commonstock available for issuance under the plan from 2,000,000 to 3,000,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximumnumber of shares of our common stock available for issuance under the plan from 4,500,000 to 7,000,000.The following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31, 2019. Number of securities to be issued upon exerciseof outstandingoptions, warrants andrights(a)Weighted averageexercise price of outstandingoptions, warrants and rights (b)Number of securities remainingavailable for future issuanceunder equitycompensationplans (excludingsecurities reflected incolumn (a) (c)Equity compensation plans approved by security holders198,34314.44315,928Equity compensation plans not approved by security holders76,66751.7Total275,01026.1315,92846ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEDuring years ended December 31, 2019 and 2018, except for compensation arrangements described elsewhere herein, we did not participate in anytransaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of$120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors,officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect materialinterest.Compensation arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation.”Indemnification Agreements and Directors’ and Officers’ Liability InsuranceWe have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us toindemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise byreason of their service to us or at our direction, and to advance expenses incurred as a result of any proceedings against them as to which they could beindemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicablesecurities laws.Director IndependenceSee “Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion regarding theindependence of the members of our board of directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESThe following table sets forth the aggregate fees billed by Somekh Chaikin, a member firm of KPMG International as described below:Fee Category20192018Audit Fees111,00095,213AuditRelated FeesTax Fees10,5009,300All Other Fees10,000Total Fees121,500114,513Audit Fees: Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial statements, thereview of interim consolidated financial statements, and related services that are normally provided in connection with registration statements, including theregistration statement for S1 and S3.Tax Fees: Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent registeredpublic accounting firm.All Other Fees: All Other Fees for 2018 consist of professional services for a transfer pricing study.PreApproval Policies and ProceduresIn accordance with the SarbanesOxley Act of 2002, as amended, our audit committee charter requires the audit committee to preapprove all audit andpermitted nonaudit services provided by our independent registered public accounting firm, including the review and approval in advance of our independentregistered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authorityto preapprove nonaudit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the auditcommittee must report to the full audit committee at the next audit committee meeting all items preapproved by such delegated members. In the fiscal years endedDecember 31, 2019 and December 31, 2018 all of the services performed by our independent registered public accounting firm were preapproved by the auditcommittee. 47PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a)Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b)ExhibitsSee Exhibit IndexITEM 16. FORM 10K SUMMARYNot applicable EXHIBIT INDEXExhibitNumberDescription3.1Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Form onForm 8K filed on March 23, 2017)3.2Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10K filed onMarch 4, 2016)3.3Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current Report onForm 8K filed on February 20, 2018)3.4Second Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8Kfiled on April 24, 2018)4.1Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S3/A filed onNovember 14, 2016)4.2Form of Warrant to Purchase Common Stock issued on December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Company’s RegistrationStatement on Form S1/A filed on December 18, 2017)4.3Form of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Reporton Form 10K filed on March 27, 2019)4.4*Description of Securities Registered under Section 1210.1My Size, Inc. 2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14Afiled on March 2, 2017)10.2My Size, Inc. 2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement onSchedule DEF 14A filed on March 2, 2017)10.3My Size, Inc. 2017 Stock Option Plan Israel Grantees SubPlan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form10K filed on March 27, 2019)10.4Form of Securities Purchase Agreement (incorporated by reference as Exhibit 99.1 to the Company’s Registration Statement on Form S3 filed onSeptember 20, 2016)10.5Form of Warrant (incorporated by reference as Exhibit 99.3 to the Company’s Registration Statement on Form S3 filed on September 20, 2016)10.6Cooperation Agreement between My Size and In Situ S.A. dated as of November 7, 2014 (incorporated by reference to Exhibit 10.1 to the Company’sAnnual Report on Form 10K filed on March 4, 2016)10.7Purchase Agreement between My Size, Inc. and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to theCompany’s Annual Report on Form 10K filed on March 4, 2016)10.8Contract for Services Regarding the Preparation of Public Funding Applications between My Size, Inc. and PNO Polska Sp. z o.o. dated as ofFebruary 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10K filed on April 14, 2017)10.9Form of Securities Purchase Agreement dated February 13, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statementon Form S3 filed on March 3, 2017)10.10Warrant issued to Longside Ventures LLC dated February 22, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s RegistrationStatement on Form S3 filed on March 3, 2017)48ExhibitNumberDescription10.11Technology and License Agreement dated as of March 4, 2016 between My Size, Inc. and LSY International, Inc. (incorporated by reference toExhibit 10.1 to the Company’s Current Report on Form 8K filed on March 7, 2016).10.12Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on August 22, 2017)10.13Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8K filed on August 22, 2017)10.14Form of Securities Purchase Agreement dated October 26, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on October 27, 2017)10.15Form of Warrant issued October 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on October27, 2017)10.16Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S1/A filed onDecember 19, 2017)10.17Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8K filed on December 20,2017)10.18Form of LeakOut Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on December 20, 2017)10.19Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on February 1,2018)10.20Form of LeakOut Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.21Form of LockUp Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.22 +Employment Agreement between My Size Israel 2014 Ltd. and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 tothe Company’s Quarterly Report on Form 10Q filed on November 19, 2018)10.23 +Employment Agreement between My Size Israel 2014 Ltd. and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.24 +Employment Agreement between My Size Israel 2014 Ltd. and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.25 +Termination Agreement between My Size Israel 2014 Ltd. and Eli Walles dated July 23, 2019 (incorporated by reference to Exhibit 10.1 to theCompany’s Quarterly Report on Form 10Q filed on August 8, 2019)10.26At the Market Offering Agreement between My Size, Inc. and H.C. Wainwright & Co. LLC dated September 13, 2019 (incorporated by reference toExhibit 1.1 to the Company’s Current Report on Form 8K filed on September 13, 2019)10.27Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on January 15,2020)10.28Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on January 15, 2020)10.29Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on January 15,2020)21.1List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10K filed on March 21, 2018)23.1*Consent of Somekh Chaikin31.1*Certification of the Chief Executive Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200231.2*Certification of the Chief Financial Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200232.1*Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a14(b) of the Exchange Act and 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the SarbanesOxley Act of 2002101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Schema101.CAL*XBRL Taxonomy Calculation Linkbase101.DEF*XBRL Taxonomy Definition Linkbase101.LAB*XBRL Taxonomy Label Linkbase101.PRE*XBRL Taxonomy Presentation Linkbase*Filed herewith.+Indicates a management contract or any compensatory plan, contract or arrangement49SIGNATURESPursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10K to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of March, 2020.MY SIZE, INC./s/ Ronen LuzonRonen LuzonChief Executive Officer (Principle Executive Officer) /s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10K has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated.SignatureTitleDate/s/ Ronen LuzonChief Executive Officer and DirectorMarch 19, 2020Ronen Luzon(Principle Executive Officer)/s/ Or KlesChief Financial OfficerMarch 19, 2020Or Kles(Principal Financial and Accounting Officer)/s/ Oren ElmaliahDirectorMarch 19, 2020Oren Elmaliah/s/ Arik KaufmanDirectorMarch 19, 2020Arik Kaufman/s/ Oron BranitzkyDirectorMarch 19, 2020Oron Branitzky50EX4.4 2 f10k2019ex44_mysizeinc.htm DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12Exhibit 4.4DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934As of December 31, 2019, My Size, Inc. (the “Company”, “we” or “our”) had one class of securities, its common stock, registered under Section 12 of theSecurities Exchange Act of 1934, as amended.GeneralThe following description of our capital stock summarizes the material terms and provisions of our common stock. For the complete terms of our commonstock, please refer to our Certificate of Incorporation and our Bylaws that are incorporated by reference into our most recent annual report on Form 10K. The termsof our capital stock may also be affected by Delaware General Corporation Law (“DGCL”). The summary below is qualified in its entirety by reference to ourCertificate of Incorporation and our Bylaws.Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share.Common StockHolders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of ourcommon stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors (the “Board” or “Board of Directors”) out of legallyavailable funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of our company. Upon liquidation, dissolutionor windingup, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of orprovision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.AntiTakeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCLCertain provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect ofdiscouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might considerfavorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate ofIncorporation and Bylaws and Delaware law, as applicable, among other things:●provide the Board with the ability to alter the bylaws without stockholder approval;●place limitations on the removal of directors; and●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seekingto acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause ourmarket price of our common stock to decline.Advance Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,including proposed nominations of persons for election to our Board of Directors. Stockholders at any meeting will only be able to consider proposals ornominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board of Directors or by a stockholder who was astockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, inproper form, of the stockholder’s intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approveor disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may havethe effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer fromconducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.Interested Stockholder Transactions. We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business combinations”between a publiclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15%or more of a Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder.Limitations on Liability, Indemnification of Officers and Directors and InsuranceThe DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages forbreaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include such an exculpation provision. Our Certificate of Incorporation andBylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages foractions taken as a director or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the casemay be. Our Certificate of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subjectto our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation will expressly authorize us to carrydirectors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnificationprovisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty.These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, ifsuccessful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek nonmonetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under thefederal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement anddamage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding againstany of our directors, officers or employees for which indemnification is sought.Authorized but Unissued SharesOur authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for avariety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized butunissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger orotherwise.Stock Exchange ListingOur common stock is traded on the Nasdaq Capital Market under the symbol “MYSZ”.Transfer Agent and RegistrarThe Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone number ofVStock Transfer, LLC is (212) 8288436.EX23.1 3 f10k2019ex231_mysizeinc.htm CONSENT OF SOMEKH CHAIKINExhibit 23.1Somekh ChaikinKPMG Milennium Tower17 Ha’arba’a Street, PO Box 609Tel Aviv 6100601, Israel+972 3 684 8000Consent of Independent Registered Public Accounting FirmThe Board of DirectorsMy Size Inc.We consent to the incorporation by reference in the registration statements No. 333223042, No. 333222535, No. 333221199, No. 333216414 and No. 333213727 onForm S3 and registration statements No. 333222537 and No. 333227053 on form S8 and registration statement No. 333221741 on form S1 of My Size Inc. (the“Company”) of our report dated March 19, 2020 with respect to the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes, which report appears in the December 31, 2019 annual report on Form 10K of the Company.Our report dated March 19, 2020 contains an explanatory paragraph that states that the Company has incurred significant losses and negative cash flows fromoperations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements donot include any adjustments that might result from the outcome of that uncertainty.Our report refers to a change in the method of accounting for leases./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member firm of KPMG InternationalTel Aviv, IsraelMarch 19, 2020EX31.1 4 f10k2019ex311_mysizeinc.htm CERTIFICATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)EX31.2 5 f10k2019ex312_mysizeinc.htm CERTIFICATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Or Kles, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)EX32.1 6 f10k2019ex321_mysizeinc.htm CERTIFICATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the “Company”) on Form 10K for the year ended December 31, 2019 as filed with the Securities andExchange Commission on the date hereof (the “Report”), each of, Ronen Luzon and Or Kles, Chief Executive Officer and Chief Financial Officer of the Company,respectively, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Company’s Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)(3)Mr. Walles’ employment as our Chairman ceased as of June 1, 2019.All Other Compensation TableThe “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:NameYearAutomobileRelatedExpenses($)Manager’sInsurance*($)EducationFund*($)Other socialbenefits**($)Total($)Eli Walles20199,0007,0004,00053,00073,000201811,00021,00011,00013,00056,000Ronen Luzon201929,00030,00013,00051,000123,000201824,00026,00011,00012,00073,000Or Kles201915,00015,0008,0009,00047,00020186,00013,0007,00010,00036,000Billy Pardo201915,00020,00010,00022,00067,00020182,00026,00012,00010,00050,000*Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severancesavings (in accordance with Israeli law), defined contribution taxqualified pension savings and disability insurance premiums. An education fund is asavings fund of pretax contributions to be used after a specified period of time for educational or other permitted purposes.**Other social benefits for 2019 and 2018 for all named individuals includes tax payments in respect of social benefits, and additionally in 2018, for each ofRonen Luzon and Billy Pardo, includes a sum of $5,000 for travel related expenses. Other social benefits for Eli Walles in 2019 includes payment for thebalance of vacation days and for advance notice period.42Agreements with Named Executive OfficersRonen LuzonOn November 18, 2018, My Size Israel, our whollyowned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon EmploymentAgreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Pursuant to the terms of the Luzon Employment Agreement, Mr. Luzon shallreceive NIS 50,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Luzon shall be entitled socialbenefits and to other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage,including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreementand subject to certain conditions, payments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance paymentsdue to Mr. Luzon. The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provideswritten notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Luzon’s employment without priorwritten notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment Agreement).Or KlesOn November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which Mr. Kleswill serve as our Chief Financial Officer. Pursuant to the terms of the Kles Employment Agreement, Mr. Kles shall receive NIS 30,000 per month as his base salary andshall be eligible to receive such bonus as determined by us. In addition, Mr. Kles shall be entitled to social benefits and other benefits, including, but not limited to,contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days,sick leave and expense reimbursement. Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to thepension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Kles. The term of the Kles Employment Agreement shall beeffective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of thetermination of such agreement. We may also terminate Mr. Kles’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined inthe Kles Employment Agreement).43Billy PardoOn November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant to which Ms.Pardo will serve as our Chief Product Officer. Pursuant to the terms of the Pardo Employment Agreement, Ms. Pardo shall receive NIS 40,000 per month as her basesalary and shall be eligible to receive such bonus as determined by us. In addition, Ms. Pardo shall be entitled to social benefits and other benefits, including, butnot limited to, contributions towards an education fund, pension scheme, manager’s insurance ,insurance coverage, including insurance in case of disability, annualvacation days, sick leave and expense reimbursement. Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments madeby us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Ms. Pardo. The term of the Pardo EmploymentAgreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days inadvance of the termination of such agreement. We may also terminate Ms. Pardo’s employment without prior written notice (or payment in lieu of such notice) forCause (as defined in the Pardo Employment Agreement).Eli WallesOn November 18, 2018, My Size Israel entered into an employment agreement with Eliyahu Walles, or the Walles Employment Agreement, pursuant towhich Mr. Walles will serve as our Chairman of the board of directors. Pursuant to the terms of the Walles Employment Agreement, Mr. Walles shall receive NIS35,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Walles shall be entitled to social benefits andother benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, includinginsurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Walles Employment Agreement and subjectto certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Walles. Theterm of the Walles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to theother party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Walles’ employment without prior written notice (orpayment in lieu of such notice) for Cause (as defined in the Walles Employment Agreement).On June 2, 2019, Mr. Walles tendered his resignation as Chairman of the board of directors, effective immediately. In connection with Mr. Walles’sresignation, the Company and Mr. Walles agreed to amend his employment agreement and subsequently entered into a Termination Agreement dated as of July 23,2019. Under the terms of the Termination Agreement, Mr. Walles’s term of employment with us cease as of June 1, 2019, the advance notice period was amended tofour months such that Mr. Walles shall be entitled to receive four monthly salaries, and the termination date of all vested options granted to Mr. Walles wasextended until June 1, 2020.Outstanding Equity Awards at Fiscal YearEndThe following table provides information regarding options held by each of our named executive officers that were outstanding as of December 31, 2019.Option AwardsName and Principal PositionNumber ofSecuritiesUnderlyingUnexercisedOptionsExercisableNumber ofSecuritiesUnderlyingUnexercisedOptionsUnexercisableOptionExercisePriceOptionExpirationDateEli Walles – Former Chairman of the Board20,000(1)$18.157/24/2022Ronen Luzon Chief Executive Officer10,000(1)$18.157/24/202228,889(2)11,112$11.45/29/2024Or Kles – Chief Financial Officer5,667(3)$18.157/24/20224,000(4)10,000$11.45/29/2024Billy Pardo Chief Operating Officer10,000(1)$18.157/24/202216,667(5)5,667$11.45/29/2024(1)The option has a grant date of July 24, 2017 and vested in full on January 24, 2018. Mr. Walles’ term of employment with the Company ceased as of June 1,2019.(2)The option has a grant date of May 29, 2019. 6,667 options vested immediately upon grant, 11,111 options vested on January 24, 2019, 11,111 options will veston January 24, 2020 and 11,111 options will vest on January 24, 2021.(3)The option has a grant date of July 24, 2017. 1,889 options vested immediately upon grant, 1,889 options vested on May 1, 2018 and 1,889 options vested onMay 1, 2019.(4)The option has a grant date of May 29, 2019. 4,000 options vested immediately upon grant, 3,333 options will vest on May 1, 2020, 3,333 options will vest onMay 21, 2021 and 3,334 options will vest on May 1, 2022.(5)The option has a grant date of May 29, 2019. 5,334 options vested immediately upon grant, 5,666 options vested on January 24, 2019, 5,667 options will veston January 24, 2020 and 5,667 options will vest on January 24, 2021.44Director CompensationThe following table sets forth compensation information for our nonemployee directors for the year ended December 31, 2019.NameFees earned orpaid incash ($)(1)Optionawards($)(1)Total($)Oren Elmalih15,44811,37926,827Oron Barnitzky15,08311,37926,462Arik Kaufman14,71311,37926,092(1)Fees for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6 respectively.(2)Amounts in this column represent the grant date fair value of options granted to the nonemployee directors during 2019, computed in accordance with FASBASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the nonemployee directors. The assumptions madein valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.We compensate our nonemployee directors for their service as a member of our board. Mr. Walles, our former Chairman, and Mr. Luzon received noseparate compensation for board service. Mr. Walles’ and Mr. Luzon’s compensation is set forth above in the Summary Compensation Table.Each nonemployee director is entitled to receive a per meeting fee of $286. Nonemployee directors are also reimbursed for their travel and reasonable outofpocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is required by the board or the committee(s)on which that director serves.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSecurity Ownership of Certain Beneficial Holders and ManagementThe following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 1, 2020 by (i) each personknown to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directorsand executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to allshares beneficially owned, subject to community property laws, where applicable.Beneficial Owner(1)Shares ofCommon StockBeneficiallyOwnedPercentage(2)5% Holder:Shoshana Zigdon233,3349.0%Executive officers and directors:Ronen Luzon182,619(3)6.8%Or Kles9,667(4)*Billy Pardo182,619(5)6.8%Ilia (Eli) Turchinsky1,893(6)*Arik Kaufman2,344(7)*Oren Elmaliah2,344(8)*Oron Branitzky2,344(9)*All Executive Officers and Directors as a Group (8 persons)201,1817.5%*Less than 1%(1)The address of each person is c/o My Size, Inc., 4 Hayarden St., POB 1026, Airport City, Israel 7010000 unless otherwise indicated herein.45(2)The calculation in this column is based upon 2,600,701 shares of common stock outstanding on March 1, 2020. Beneficial ownership is determined inaccordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock thatare currently exercisable or exercisable within 60 days of March 1, 2020 are deemed to be beneficially owned by the person holding such securities for thepurpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentagebeneficial ownership of any other person.(3)Consists of (i) 117,064 shares of common stock, (ii) options to purchase up to 38,890 shares of our common stock, and (iii) options to purchase up to 26,665shares of our common stock which are held by Billy Pardo, Ronen Luzon’s spouse. Mr. Luzon may be deemed to beneficially hold the securities of us held byMs. Pardo.(4)Consists of an option to purchase 9,667 shares of our common stock.(5)Consists of (i) options to purchase up to 26,665 shares of the Company’s common stock, (ii) 117,064 shares of common stock which are held by Ronen Luzon,Billy Pardo’s spouse, and (iii) options to purchase up to 38,890 shares of our common stock which are held by Ronen Luzon, Billy Pardo’s spouse. Ms. Pardomay be deemed to beneficially hold the securities of the Company held by Mr. Luzon.(6)Consists of options to purchase up to 1,893 shares of our common stock.(7)Consists of options to purchase up to 2,334 shares of our common stock.(8)Consists of options to purchase up to 2,334 shares of our common stock.(9)Consists of options to purchase up to 2,334 shares of our common stock.Change in ControlWe are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including anypledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control.Securities Authorized for Issuance Under Equity Compensation PlansOn January 29, 2017, our board of directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan, which were approvedby our stockholders on March 21, 2017. In addition, on January 29, 2017, our board of directors approved the Stock Option Plan Israel Grantees SubPlan. The 2017Equity Incentive Plan initially authorized the issuance of up to 2,000,000 shares of common stock under the plan and the 2017 Consultant Equity Incentive Planinitially authorized the issuance of up to 3,000,000 shares of common stock under the plan. On February 12, 2018, our stockholders approved an amendment to the2017 Consultant Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance under the plan from 3,000,000 to4,500,000. On July 3, 2018, our stockholders approved an amendment to the 2017 Equity Incentive Plan to increase the maximum number of shares of our commonstock available for issuance under the plan from 2,000,000 to 3,000,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximumnumber of shares of our common stock available for issuance under the plan from 4,500,000 to 7,000,000.The following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31, 2019. Number of securities to be issued upon exerciseof outstandingoptions, warrants andrights(a)Weighted averageexercise price of outstandingoptions, warrants and rights (b)Number of securities remainingavailable for future issuanceunder equitycompensationplans (excludingsecurities reflected incolumn (a) (c)Equity compensation plans approved by security holders198,34314.44315,928Equity compensation plans not approved by security holders76,66751.7Total275,01026.1315,92846ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEDuring years ended December 31, 2019 and 2018, except for compensation arrangements described elsewhere herein, we did not participate in anytransaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of$120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors,officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect materialinterest.Compensation arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation.”Indemnification Agreements and Directors’ and Officers’ Liability InsuranceWe have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us toindemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise byreason of their service to us or at our direction, and to advance expenses incurred as a result of any proceedings against them as to which they could beindemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicablesecurities laws.Director IndependenceSee “Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion regarding theindependence of the members of our board of directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESThe following table sets forth the aggregate fees billed by Somekh Chaikin, a member firm of KPMG International as described below:Fee Category20192018Audit Fees111,00095,213AuditRelated FeesTax Fees10,5009,300All Other Fees10,000Total Fees121,500114,513Audit Fees: Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial statements, thereview of interim consolidated financial statements, and related services that are normally provided in connection with registration statements, including theregistration statement for S1 and S3.Tax Fees: Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent registeredpublic accounting firm.All Other Fees: All Other Fees for 2018 consist of professional services for a transfer pricing study.PreApproval Policies and ProceduresIn accordance with the SarbanesOxley Act of 2002, as amended, our audit committee charter requires the audit committee to preapprove all audit andpermitted nonaudit services provided by our independent registered public accounting firm, including the review and approval in advance of our independentregistered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authorityto preapprove nonaudit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the auditcommittee must report to the full audit committee at the next audit committee meeting all items preapproved by such delegated members. In the fiscal years endedDecember 31, 2019 and December 31, 2018 all of the services performed by our independent registered public accounting firm were preapproved by the auditcommittee. 47PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a)Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b)ExhibitsSee Exhibit IndexITEM 16. FORM 10K SUMMARYNot applicable EXHIBIT INDEXExhibitNumberDescription3.1Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Form onForm 8K filed on March 23, 2017)3.2Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10K filed onMarch 4, 2016)3.3Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current Report onForm 8K filed on February 20, 2018)3.4Second Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8Kfiled on April 24, 2018)4.1Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S3/A filed onNovember 14, 2016)4.2Form of Warrant to Purchase Common Stock issued on December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Company’s RegistrationStatement on Form S1/A filed on December 18, 2017)4.3Form of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Reporton Form 10K filed on March 27, 2019)4.4*Description of Securities Registered under Section 1210.1My Size, Inc. 2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14Afiled on March 2, 2017)10.2My Size, Inc. 2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement onSchedule DEF 14A filed on March 2, 2017)10.3My Size, Inc. 2017 Stock Option Plan Israel Grantees SubPlan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form10K filed on March 27, 2019)10.4Form of Securities Purchase Agreement (incorporated by reference as Exhibit 99.1 to the Company’s Registration Statement on Form S3 filed onSeptember 20, 2016)10.5Form of Warrant (incorporated by reference as Exhibit 99.3 to the Company’s Registration Statement on Form S3 filed on September 20, 2016)10.6Cooperation Agreement between My Size and In Situ S.A. dated as of November 7, 2014 (incorporated by reference to Exhibit 10.1 to the Company’sAnnual Report on Form 10K filed on March 4, 2016)10.7Purchase Agreement between My Size, Inc. and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to theCompany’s Annual Report on Form 10K filed on March 4, 2016)10.8Contract for Services Regarding the Preparation of Public Funding Applications between My Size, Inc. and PNO Polska Sp. z o.o. dated as ofFebruary 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10K filed on April 14, 2017)10.9Form of Securities Purchase Agreement dated February 13, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statementon Form S3 filed on March 3, 2017)10.10Warrant issued to Longside Ventures LLC dated February 22, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s RegistrationStatement on Form S3 filed on March 3, 2017)48ExhibitNumberDescription10.11Technology and License Agreement dated as of March 4, 2016 between My Size, Inc. and LSY International, Inc. (incorporated by reference toExhibit 10.1 to the Company’s Current Report on Form 8K filed on March 7, 2016).10.12Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on August 22, 2017)10.13Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8K filed on August 22, 2017)10.14Form of Securities Purchase Agreement dated October 26, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on October 27, 2017)10.15Form of Warrant issued October 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on October27, 2017)10.16Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S1/A filed onDecember 19, 2017)10.17Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8K filed on December 20,2017)10.18Form of LeakOut Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on December 20, 2017)10.19Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on February 1,2018)10.20Form of LeakOut Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.21Form of LockUp Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.22 +Employment Agreement between My Size Israel 2014 Ltd. and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 tothe Company’s Quarterly Report on Form 10Q filed on November 19, 2018)10.23 +Employment Agreement between My Size Israel 2014 Ltd. and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.24 +Employment Agreement between My Size Israel 2014 Ltd. and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.25 +Termination Agreement between My Size Israel 2014 Ltd. and Eli Walles dated July 23, 2019 (incorporated by reference to Exhibit 10.1 to theCompany’s Quarterly Report on Form 10Q filed on August 8, 2019)10.26At the Market Offering Agreement between My Size, Inc. and H.C. Wainwright & Co. LLC dated September 13, 2019 (incorporated by reference toExhibit 1.1 to the Company’s Current Report on Form 8K filed on September 13, 2019)10.27Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on January 15,2020)10.28Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on January 15, 2020)10.29Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on January 15,2020)21.1List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10K filed on March 21, 2018)23.1*Consent of Somekh Chaikin31.1*Certification of the Chief Executive Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200231.2*Certification of the Chief Financial Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200232.1*Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a14(b) of the Exchange Act and 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the SarbanesOxley Act of 2002101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Schema101.CAL*XBRL Taxonomy Calculation Linkbase101.DEF*XBRL Taxonomy Definition Linkbase101.LAB*XBRL Taxonomy Label Linkbase101.PRE*XBRL Taxonomy Presentation Linkbase*Filed herewith.+Indicates a management contract or any compensatory plan, contract or arrangement49SIGNATURESPursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10K to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of March, 2020.MY SIZE, INC./s/ Ronen LuzonRonen LuzonChief Executive Officer (Principle Executive Officer) /s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10K has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated.SignatureTitleDate/s/ Ronen LuzonChief Executive Officer and DirectorMarch 19, 2020Ronen Luzon(Principle Executive Officer)/s/ Or KlesChief Financial OfficerMarch 19, 2020Or Kles(Principal Financial and Accounting Officer)/s/ Oren ElmaliahDirectorMarch 19, 2020Oren Elmaliah/s/ Arik KaufmanDirectorMarch 19, 2020Arik Kaufman/s/ Oron BranitzkyDirectorMarch 19, 2020Oron Branitzky50EX4.4 2 f10k2019ex44_mysizeinc.htm DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12Exhibit 4.4DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934As of December 31, 2019, My Size, Inc. (the “Company”, “we” or “our”) had one class of securities, its common stock, registered under Section 12 of theSecurities Exchange Act of 1934, as amended.GeneralThe following description of our capital stock summarizes the material terms and provisions of our common stock. For the complete terms of our commonstock, please refer to our Certificate of Incorporation and our Bylaws that are incorporated by reference into our most recent annual report on Form 10K. The termsof our capital stock may also be affected by Delaware General Corporation Law (“DGCL”). The summary below is qualified in its entirety by reference to ourCertificate of Incorporation and our Bylaws.Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share.Common StockHolders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of ourcommon stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors (the “Board” or “Board of Directors”) out of legallyavailable funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of our company. Upon liquidation, dissolutionor windingup, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of orprovision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.AntiTakeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCLCertain provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect ofdiscouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might considerfavorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate ofIncorporation and Bylaws and Delaware law, as applicable, among other things:●provide the Board with the ability to alter the bylaws without stockholder approval;●place limitations on the removal of directors; and●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seekingto acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause ourmarket price of our common stock to decline.Advance Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,including proposed nominations of persons for election to our Board of Directors. Stockholders at any meeting will only be able to consider proposals ornominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board of Directors or by a stockholder who was astockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, inproper form, of the stockholder’s intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approveor disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may havethe effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer fromconducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.Interested Stockholder Transactions. We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business combinations”between a publiclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15%or more of a Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder.Limitations on Liability, Indemnification of Officers and Directors and InsuranceThe DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages forbreaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include such an exculpation provision. Our Certificate of Incorporation andBylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages foractions taken as a director or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the casemay be. Our Certificate of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subjectto our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation will expressly authorize us to carrydirectors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnificationprovisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty.These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, ifsuccessful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek nonmonetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under thefederal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement anddamage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding againstany of our directors, officers or employees for which indemnification is sought.Authorized but Unissued SharesOur authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for avariety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized butunissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger orotherwise.Stock Exchange ListingOur common stock is traded on the Nasdaq Capital Market under the symbol “MYSZ”.Transfer Agent and RegistrarThe Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone number ofVStock Transfer, LLC is (212) 8288436.EX23.1 3 f10k2019ex231_mysizeinc.htm CONSENT OF SOMEKH CHAIKINExhibit 23.1Somekh ChaikinKPMG Milennium Tower17 Ha’arba’a Street, PO Box 609Tel Aviv 6100601, Israel+972 3 684 8000Consent of Independent Registered Public Accounting FirmThe Board of DirectorsMy Size Inc.We consent to the incorporation by reference in the registration statements No. 333223042, No. 333222535, No. 333221199, No. 333216414 and No. 333213727 onForm S3 and registration statements No. 333222537 and No. 333227053 on form S8 and registration statement No. 333221741 on form S1 of My Size Inc. (the“Company”) of our report dated March 19, 2020 with respect to the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes, which report appears in the December 31, 2019 annual report on Form 10K of the Company.Our report dated March 19, 2020 contains an explanatory paragraph that states that the Company has incurred significant losses and negative cash flows fromoperations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements donot include any adjustments that might result from the outcome of that uncertainty.Our report refers to a change in the method of accounting for leases./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member firm of KPMG InternationalTel Aviv, IsraelMarch 19, 2020EX31.1 4 f10k2019ex311_mysizeinc.htm CERTIFICATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)EX31.2 5 f10k2019ex312_mysizeinc.htm CERTIFICATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Or Kles, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)EX32.1 6 f10k2019ex321_mysizeinc.htm CERTIFICATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the “Company”) on Form 10K for the year ended December 31, 2019 as filed with the Securities andExchange Commission on the date hereof (the “Report”), each of, Ronen Luzon and Or Kles, Chief Executive Officer and Chief Financial Officer of the Company,respectively, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Company’s Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)(3)Mr. Walles’ employment as our Chairman ceased as of June 1, 2019.All Other Compensation TableThe “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:NameYearAutomobileRelatedExpenses($)Manager’sInsurance*($)EducationFund*($)Other socialbenefits**($)Total($)Eli Walles20199,0007,0004,00053,00073,000201811,00021,00011,00013,00056,000Ronen Luzon201929,00030,00013,00051,000123,000201824,00026,00011,00012,00073,000Or Kles201915,00015,0008,0009,00047,00020186,00013,0007,00010,00036,000Billy Pardo201915,00020,00010,00022,00067,00020182,00026,00012,00010,00050,000*Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severancesavings (in accordance with Israeli law), defined contribution taxqualified pension savings and disability insurance premiums. An education fund is asavings fund of pretax contributions to be used after a specified period of time for educational or other permitted purposes.**Other social benefits for 2019 and 2018 for all named individuals includes tax payments in respect of social benefits, and additionally in 2018, for each ofRonen Luzon and Billy Pardo, includes a sum of $5,000 for travel related expenses. Other social benefits for Eli Walles in 2019 includes payment for thebalance of vacation days and for advance notice period.42Agreements with Named Executive OfficersRonen LuzonOn November 18, 2018, My Size Israel, our whollyowned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon EmploymentAgreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Pursuant to the terms of the Luzon Employment Agreement, Mr. Luzon shallreceive NIS 50,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Luzon shall be entitled socialbenefits and to other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage,including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreementand subject to certain conditions, payments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance paymentsdue to Mr. Luzon. The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provideswritten notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Luzon’s employment without priorwritten notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment Agreement).Or KlesOn November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which Mr. Kleswill serve as our Chief Financial Officer. Pursuant to the terms of the Kles Employment Agreement, Mr. Kles shall receive NIS 30,000 per month as his base salary andshall be eligible to receive such bonus as determined by us. In addition, Mr. Kles shall be entitled to social benefits and other benefits, including, but not limited to,contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days,sick leave and expense reimbursement. Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to thepension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Kles. The term of the Kles Employment Agreement shall beeffective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of thetermination of such agreement. We may also terminate Mr. Kles’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined inthe Kles Employment Agreement).43Billy PardoOn November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant to which Ms.Pardo will serve as our Chief Product Officer. Pursuant to the terms of the Pardo Employment Agreement, Ms. Pardo shall receive NIS 40,000 per month as her basesalary and shall be eligible to receive such bonus as determined by us. In addition, Ms. Pardo shall be entitled to social benefits and other benefits, including, butnot limited to, contributions towards an education fund, pension scheme, manager’s insurance ,insurance coverage, including insurance in case of disability, annualvacation days, sick leave and expense reimbursement. Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments madeby us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Ms. Pardo. The term of the Pardo EmploymentAgreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days inadvance of the termination of such agreement. We may also terminate Ms. Pardo’s employment without prior written notice (or payment in lieu of such notice) forCause (as defined in the Pardo Employment Agreement).Eli WallesOn November 18, 2018, My Size Israel entered into an employment agreement with Eliyahu Walles, or the Walles Employment Agreement, pursuant towhich Mr. Walles will serve as our Chairman of the board of directors. Pursuant to the terms of the Walles Employment Agreement, Mr. Walles shall receive NIS35,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Walles shall be entitled to social benefits andother benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, includinginsurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Walles Employment Agreement and subjectto certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Walles. Theterm of the Walles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to theother party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Walles’ employment without prior written notice (orpayment in lieu of such notice) for Cause (as defined in the Walles Employment Agreement).On June 2, 2019, Mr. Walles tendered his resignation as Chairman of the board of directors, effective immediately. In connection with Mr. Walles’sresignation, the Company and Mr. Walles agreed to amend his employment agreement and subsequently entered into a Termination Agreement dated as of July 23,2019. Under the terms of the Termination Agreement, Mr. Walles’s term of employment with us cease as of June 1, 2019, the advance notice period was amended tofour months such that Mr. Walles shall be entitled to receive four monthly salaries, and the termination date of all vested options granted to Mr. Walles wasextended until June 1, 2020.Outstanding Equity Awards at Fiscal YearEndThe following table provides information regarding options held by each of our named executive officers that were outstanding as of December 31, 2019.Option AwardsName and Principal PositionNumber ofSecuritiesUnderlyingUnexercisedOptionsExercisableNumber ofSecuritiesUnderlyingUnexercisedOptionsUnexercisableOptionExercisePriceOptionExpirationDateEli Walles – Former Chairman of the Board20,000(1)$18.157/24/2022Ronen Luzon Chief Executive Officer10,000(1)$18.157/24/202228,889(2)11,112$11.45/29/2024Or Kles – Chief Financial Officer5,667(3)$18.157/24/20224,000(4)10,000$11.45/29/2024Billy Pardo Chief Operating Officer10,000(1)$18.157/24/202216,667(5)5,667$11.45/29/2024(1)The option has a grant date of July 24, 2017 and vested in full on January 24, 2018. Mr. Walles’ term of employment with the Company ceased as of June 1,2019.(2)The option has a grant date of May 29, 2019. 6,667 options vested immediately upon grant, 11,111 options vested on January 24, 2019, 11,111 options will veston January 24, 2020 and 11,111 options will vest on January 24, 2021.(3)The option has a grant date of July 24, 2017. 1,889 options vested immediately upon grant, 1,889 options vested on May 1, 2018 and 1,889 options vested onMay 1, 2019.(4)The option has a grant date of May 29, 2019. 4,000 options vested immediately upon grant, 3,333 options will vest on May 1, 2020, 3,333 options will vest onMay 21, 2021 and 3,334 options will vest on May 1, 2022.(5)The option has a grant date of May 29, 2019. 5,334 options vested immediately upon grant, 5,666 options vested on January 24, 2019, 5,667 options will veston January 24, 2020 and 5,667 options will vest on January 24, 2021.44Director CompensationThe following table sets forth compensation information for our nonemployee directors for the year ended December 31, 2019.NameFees earned orpaid incash ($)(1)Optionawards($)(1)Total($)Oren Elmalih15,44811,37926,827Oron Barnitzky15,08311,37926,462Arik Kaufman14,71311,37926,092(1)Fees for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6 respectively.(2)Amounts in this column represent the grant date fair value of options granted to the nonemployee directors during 2019, computed in accordance with FASBASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the nonemployee directors. The assumptions madein valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.We compensate our nonemployee directors for their service as a member of our board. Mr. Walles, our former Chairman, and Mr. Luzon received noseparate compensation for board service. Mr. Walles’ and Mr. Luzon’s compensation is set forth above in the Summary Compensation Table.Each nonemployee director is entitled to receive a per meeting fee of $286. Nonemployee directors are also reimbursed for their travel and reasonable outofpocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is required by the board or the committee(s)on which that director serves.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSecurity Ownership of Certain Beneficial Holders and ManagementThe following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 1, 2020 by (i) each personknown to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directorsand executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to allshares beneficially owned, subject to community property laws, where applicable.Beneficial Owner(1)Shares ofCommon StockBeneficiallyOwnedPercentage(2)5% Holder:Shoshana Zigdon233,3349.0%Executive officers and directors:Ronen Luzon182,619(3)6.8%Or Kles9,667(4)*Billy Pardo182,619(5)6.8%Ilia (Eli) Turchinsky1,893(6)*Arik Kaufman2,344(7)*Oren Elmaliah2,344(8)*Oron Branitzky2,344(9)*All Executive Officers and Directors as a Group (8 persons)201,1817.5%*Less than 1%(1)The address of each person is c/o My Size, Inc., 4 Hayarden St., POB 1026, Airport City, Israel 7010000 unless otherwise indicated herein.45(2)The calculation in this column is based upon 2,600,701 shares of common stock outstanding on March 1, 2020. Beneficial ownership is determined inaccordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock thatare currently exercisable or exercisable within 60 days of March 1, 2020 are deemed to be beneficially owned by the person holding such securities for thepurpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentagebeneficial ownership of any other person.(3)Consists of (i) 117,064 shares of common stock, (ii) options to purchase up to 38,890 shares of our common stock, and (iii) options to purchase up to 26,665shares of our common stock which are held by Billy Pardo, Ronen Luzon’s spouse. Mr. Luzon may be deemed to beneficially hold the securities of us held byMs. Pardo.(4)Consists of an option to purchase 9,667 shares of our common stock.(5)Consists of (i) options to purchase up to 26,665 shares of the Company’s common stock, (ii) 117,064 shares of common stock which are held by Ronen Luzon,Billy Pardo’s spouse, and (iii) options to purchase up to 38,890 shares of our common stock which are held by Ronen Luzon, Billy Pardo’s spouse. Ms. Pardomay be deemed to beneficially hold the securities of the Company held by Mr. Luzon.(6)Consists of options to purchase up to 1,893 shares of our common stock.(7)Consists of options to purchase up to 2,334 shares of our common stock.(8)Consists of options to purchase up to 2,334 shares of our common stock.(9)Consists of options to purchase up to 2,334 shares of our common stock.Change in ControlWe are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including anypledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control.Securities Authorized for Issuance Under Equity Compensation PlansOn January 29, 2017, our board of directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan, which were approvedby our stockholders on March 21, 2017. In addition, on January 29, 2017, our board of directors approved the Stock Option Plan Israel Grantees SubPlan. The 2017Equity Incentive Plan initially authorized the issuance of up to 2,000,000 shares of common stock under the plan and the 2017 Consultant Equity Incentive Planinitially authorized the issuance of up to 3,000,000 shares of common stock under the plan. On February 12, 2018, our stockholders approved an amendment to the2017 Consultant Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance under the plan from 3,000,000 to4,500,000. On July 3, 2018, our stockholders approved an amendment to the 2017 Equity Incentive Plan to increase the maximum number of shares of our commonstock available for issuance under the plan from 2,000,000 to 3,000,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximumnumber of shares of our common stock available for issuance under the plan from 4,500,000 to 7,000,000.The following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31, 2019. Number of securities to be issued upon exerciseof outstandingoptions, warrants andrights(a)Weighted averageexercise price of outstandingoptions, warrants and rights (b)Number of securities remainingavailable for future issuanceunder equitycompensationplans (excludingsecurities reflected incolumn (a) (c)Equity compensation plans approved by security holders198,34314.44315,928Equity compensation plans not approved by security holders76,66751.7Total275,01026.1315,92846ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEDuring years ended December 31, 2019 and 2018, except for compensation arrangements described elsewhere herein, we did not participate in anytransaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of$120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors,officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect materialinterest.Compensation arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation.”Indemnification Agreements and Directors’ and Officers’ Liability InsuranceWe have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us toindemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise byreason of their service to us or at our direction, and to advance expenses incurred as a result of any proceedings against them as to which they could beindemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicablesecurities laws.Director IndependenceSee “Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion regarding theindependence of the members of our board of directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESThe following table sets forth the aggregate fees billed by Somekh Chaikin, a member firm of KPMG International as described below:Fee Category20192018Audit Fees111,00095,213AuditRelated FeesTax Fees10,5009,300All Other Fees10,000Total Fees121,500114,513Audit Fees: Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial statements, thereview of interim consolidated financial statements, and related services that are normally provided in connection with registration statements, including theregistration statement for S1 and S3.Tax Fees: Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent registeredpublic accounting firm.All Other Fees: All Other Fees for 2018 consist of professional services for a transfer pricing study.PreApproval Policies and ProceduresIn accordance with the SarbanesOxley Act of 2002, as amended, our audit committee charter requires the audit committee to preapprove all audit andpermitted nonaudit services provided by our independent registered public accounting firm, including the review and approval in advance of our independentregistered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authorityto preapprove nonaudit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the auditcommittee must report to the full audit committee at the next audit committee meeting all items preapproved by such delegated members. In the fiscal years endedDecember 31, 2019 and December 31, 2018 all of the services performed by our independent registered public accounting firm were preapproved by the auditcommittee. 47PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a)Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b)ExhibitsSee Exhibit IndexITEM 16. FORM 10K SUMMARYNot applicable EXHIBIT INDEXExhibitNumberDescription3.1Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Form onForm 8K filed on March 23, 2017)3.2Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10K filed onMarch 4, 2016)3.3Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current Report onForm 8K filed on February 20, 2018)3.4Second Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8Kfiled on April 24, 2018)4.1Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S3/A filed onNovember 14, 2016)4.2Form of Warrant to Purchase Common Stock issued on December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Company’s RegistrationStatement on Form S1/A filed on December 18, 2017)4.3Form of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Reporton Form 10K filed on March 27, 2019)4.4*Description of Securities Registered under Section 1210.1My Size, Inc. 2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14Afiled on March 2, 2017)10.2My Size, Inc. 2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement onSchedule DEF 14A filed on March 2, 2017)10.3My Size, Inc. 2017 Stock Option Plan Israel Grantees SubPlan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form10K filed on March 27, 2019)10.4Form of Securities Purchase Agreement (incorporated by reference as Exhibit 99.1 to the Company’s Registration Statement on Form S3 filed onSeptember 20, 2016)10.5Form of Warrant (incorporated by reference as Exhibit 99.3 to the Company’s Registration Statement on Form S3 filed on September 20, 2016)10.6Cooperation Agreement between My Size and In Situ S.A. dated as of November 7, 2014 (incorporated by reference to Exhibit 10.1 to the Company’sAnnual Report on Form 10K filed on March 4, 2016)10.7Purchase Agreement between My Size, Inc. and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to theCompany’s Annual Report on Form 10K filed on March 4, 2016)10.8Contract for Services Regarding the Preparation of Public Funding Applications between My Size, Inc. and PNO Polska Sp. z o.o. dated as ofFebruary 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10K filed on April 14, 2017)10.9Form of Securities Purchase Agreement dated February 13, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statementon Form S3 filed on March 3, 2017)10.10Warrant issued to Longside Ventures LLC dated February 22, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s RegistrationStatement on Form S3 filed on March 3, 2017)48ExhibitNumberDescription10.11Technology and License Agreement dated as of March 4, 2016 between My Size, Inc. and LSY International, Inc. (incorporated by reference toExhibit 10.1 to the Company’s Current Report on Form 8K filed on March 7, 2016).10.12Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on August 22, 2017)10.13Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8K filed on August 22, 2017)10.14Form of Securities Purchase Agreement dated October 26, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on October 27, 2017)10.15Form of Warrant issued October 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on October27, 2017)10.16Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S1/A filed onDecember 19, 2017)10.17Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8K filed on December 20,2017)10.18Form of LeakOut Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on December 20, 2017)10.19Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on February 1,2018)10.20Form of LeakOut Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.21Form of LockUp Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.22 +Employment Agreement between My Size Israel 2014 Ltd. and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 tothe Company’s Quarterly Report on Form 10Q filed on November 19, 2018)10.23 +Employment Agreement between My Size Israel 2014 Ltd. and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.24 +Employment Agreement between My Size Israel 2014 Ltd. and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.25 +Termination Agreement between My Size Israel 2014 Ltd. and Eli Walles dated July 23, 2019 (incorporated by reference to Exhibit 10.1 to theCompany’s Quarterly Report on Form 10Q filed on August 8, 2019)10.26At the Market Offering Agreement between My Size, Inc. and H.C. Wainwright & Co. LLC dated September 13, 2019 (incorporated by reference toExhibit 1.1 to the Company’s Current Report on Form 8K filed on September 13, 2019)10.27Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on January 15,2020)10.28Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on January 15, 2020)10.29Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on January 15,2020)21.1List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10K filed on March 21, 2018)23.1*Consent of Somekh Chaikin31.1*Certification of the Chief Executive Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200231.2*Certification of the Chief Financial Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200232.1*Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a14(b) of the Exchange Act and 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the SarbanesOxley Act of 2002101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Schema101.CAL*XBRL Taxonomy Calculation Linkbase101.DEF*XBRL Taxonomy Definition Linkbase101.LAB*XBRL Taxonomy Label Linkbase101.PRE*XBRL Taxonomy Presentation Linkbase*Filed herewith.+Indicates a management contract or any compensatory plan, contract or arrangement49SIGNATURESPursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10K to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of March, 2020.MY SIZE, INC./s/ Ronen LuzonRonen LuzonChief Executive Officer (Principle Executive Officer) /s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10K has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated.SignatureTitleDate/s/ Ronen LuzonChief Executive Officer and DirectorMarch 19, 2020Ronen Luzon(Principle Executive Officer)/s/ Or KlesChief Financial OfficerMarch 19, 2020Or Kles(Principal Financial and Accounting Officer)/s/ Oren ElmaliahDirectorMarch 19, 2020Oren Elmaliah/s/ Arik KaufmanDirectorMarch 19, 2020Arik Kaufman/s/ Oron BranitzkyDirectorMarch 19, 2020Oron Branitzky50EX4.4 2 f10k2019ex44_mysizeinc.htm DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12Exhibit 4.4DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934As of December 31, 2019, My Size, Inc. (the “Company”, “we” or “our”) had one class of securities, its common stock, registered under Section 12 of theSecurities Exchange Act of 1934, as amended.GeneralThe following description of our capital stock summarizes the material terms and provisions of our common stock. For the complete terms of our commonstock, please refer to our Certificate of Incorporation and our Bylaws that are incorporated by reference into our most recent annual report on Form 10K. The termsof our capital stock may also be affected by Delaware General Corporation Law (“DGCL”). The summary below is qualified in its entirety by reference to ourCertificate of Incorporation and our Bylaws.Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share.Common StockHolders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of ourcommon stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors (the “Board” or “Board of Directors”) out of legallyavailable funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of our company. Upon liquidation, dissolutionor windingup, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of orprovision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.AntiTakeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCLCertain provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect ofdiscouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might considerfavorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate ofIncorporation and Bylaws and Delaware law, as applicable, among other things:●provide the Board with the ability to alter the bylaws without stockholder approval;●place limitations on the removal of directors; and●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seekingto acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause ourmarket price of our common stock to decline.Advance Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,including proposed nominations of persons for election to our Board of Directors. Stockholders at any meeting will only be able to consider proposals ornominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board of Directors or by a stockholder who was astockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, inproper form, of the stockholder’s intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approveor disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may havethe effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer fromconducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.Interested Stockholder Transactions. We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business combinations”between a publiclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15%or more of a Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder.Limitations on Liability, Indemnification of Officers and Directors and InsuranceThe DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages forbreaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include such an exculpation provision. Our Certificate of Incorporation andBylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages foractions taken as a director or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the casemay be. Our Certificate of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subjectto our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation will expressly authorize us to carrydirectors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnificationprovisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty.These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, ifsuccessful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek nonmonetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under thefederal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement anddamage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding againstany of our directors, officers or employees for which indemnification is sought.Authorized but Unissued SharesOur authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for avariety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized butunissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger orotherwise.Stock Exchange ListingOur common stock is traded on the Nasdaq Capital Market under the symbol “MYSZ”.Transfer Agent and RegistrarThe Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone number ofVStock Transfer, LLC is (212) 8288436.EX23.1 3 f10k2019ex231_mysizeinc.htm CONSENT OF SOMEKH CHAIKINExhibit 23.1Somekh ChaikinKPMG Milennium Tower17 Ha’arba’a Street, PO Box 609Tel Aviv 6100601, Israel+972 3 684 8000Consent of Independent Registered Public Accounting FirmThe Board of DirectorsMy Size Inc.We consent to the incorporation by reference in the registration statements No. 333223042, No. 333222535, No. 333221199, No. 333216414 and No. 333213727 onForm S3 and registration statements No. 333222537 and No. 333227053 on form S8 and registration statement No. 333221741 on form S1 of My Size Inc. (the“Company”) of our report dated March 19, 2020 with respect to the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes, which report appears in the December 31, 2019 annual report on Form 10K of the Company.Our report dated March 19, 2020 contains an explanatory paragraph that states that the Company has incurred significant losses and negative cash flows fromoperations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements donot include any adjustments that might result from the outcome of that uncertainty.Our report refers to a change in the method of accounting for leases./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member firm of KPMG InternationalTel Aviv, IsraelMarch 19, 2020EX31.1 4 f10k2019ex311_mysizeinc.htm CERTIFICATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)EX31.2 5 f10k2019ex312_mysizeinc.htm CERTIFICATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Or Kles, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)EX32.1 6 f10k2019ex321_mysizeinc.htm CERTIFICATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the “Company”) on Form 10K for the year ended December 31, 2019 as filed with the Securities andExchange Commission on the date hereof (the “Report”), each of, Ronen Luzon and Or Kles, Chief Executive Officer and Chief Financial Officer of the Company,respectively, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Company’s Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)(3)Mr. Walles’ employment as our Chairman ceased as of June 1, 2019.All Other Compensation TableThe “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:NameYearAutomobileRelatedExpenses($)Manager’sInsurance*($)EducationFund*($)Other socialbenefits**($)Total($)Eli Walles20199,0007,0004,00053,00073,000201811,00021,00011,00013,00056,000Ronen Luzon201929,00030,00013,00051,000123,000201824,00026,00011,00012,00073,000Or Kles201915,00015,0008,0009,00047,00020186,00013,0007,00010,00036,000Billy Pardo201915,00020,00010,00022,00067,00020182,00026,00012,00010,00050,000*Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severancesavings (in accordance with Israeli law), defined contribution taxqualified pension savings and disability insurance premiums. An education fund is asavings fund of pretax contributions to be used after a specified period of time for educational or other permitted purposes.**Other social benefits for 2019 and 2018 for all named individuals includes tax payments in respect of social benefits, and additionally in 2018, for each ofRonen Luzon and Billy Pardo, includes a sum of $5,000 for travel related expenses. Other social benefits for Eli Walles in 2019 includes payment for thebalance of vacation days and for advance notice period.42Agreements with Named Executive OfficersRonen LuzonOn November 18, 2018, My Size Israel, our whollyowned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon EmploymentAgreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Pursuant to the terms of the Luzon Employment Agreement, Mr. Luzon shallreceive NIS 50,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Luzon shall be entitled socialbenefits and to other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage,including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreementand subject to certain conditions, payments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance paymentsdue to Mr. Luzon. The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provideswritten notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Luzon’s employment without priorwritten notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment Agreement).Or KlesOn November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which Mr. Kleswill serve as our Chief Financial Officer. Pursuant to the terms of the Kles Employment Agreement, Mr. Kles shall receive NIS 30,000 per month as his base salary andshall be eligible to receive such bonus as determined by us. In addition, Mr. Kles shall be entitled to social benefits and other benefits, including, but not limited to,contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days,sick leave and expense reimbursement. Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to thepension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Kles. The term of the Kles Employment Agreement shall beeffective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of thetermination of such agreement. We may also terminate Mr. Kles’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined inthe Kles Employment Agreement).43Billy PardoOn November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant to which Ms.Pardo will serve as our Chief Product Officer. Pursuant to the terms of the Pardo Employment Agreement, Ms. Pardo shall receive NIS 40,000 per month as her basesalary and shall be eligible to receive such bonus as determined by us. In addition, Ms. Pardo shall be entitled to social benefits and other benefits, including, butnot limited to, contributions towards an education fund, pension scheme, manager’s insurance ,insurance coverage, including insurance in case of disability, annualvacation days, sick leave and expense reimbursement. Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments madeby us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Ms. Pardo. The term of the Pardo EmploymentAgreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days inadvance of the termination of such agreement. We may also terminate Ms. Pardo’s employment without prior written notice (or payment in lieu of such notice) forCause (as defined in the Pardo Employment Agreement).Eli WallesOn November 18, 2018, My Size Israel entered into an employment agreement with Eliyahu Walles, or the Walles Employment Agreement, pursuant towhich Mr. Walles will serve as our Chairman of the board of directors. Pursuant to the terms of the Walles Employment Agreement, Mr. Walles shall receive NIS35,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Walles shall be entitled to social benefits andother benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, includinginsurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Walles Employment Agreement and subjectto certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Walles. Theterm of the Walles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to theother party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Walles’ employment without prior written notice (orpayment in lieu of such notice) for Cause (as defined in the Walles Employment Agreement).On June 2, 2019, Mr. Walles tendered his resignation as Chairman of the board of directors, effective immediately. In connection with Mr. Walles’sresignation, the Company and Mr. Walles agreed to amend his employment agreement and subsequently entered into a Termination Agreement dated as of July 23,2019. Under the terms of the Termination Agreement, Mr. Walles’s term of employment with us cease as of June 1, 2019, the advance notice period was amended tofour months such that Mr. Walles shall be entitled to receive four monthly salaries, and the termination date of all vested options granted to Mr. Walles wasextended until June 1, 2020.Outstanding Equity Awards at Fiscal YearEndThe following table provides information regarding options held by each of our named executive officers that were outstanding as of December 31, 2019.Option AwardsName and Principal PositionNumber ofSecuritiesUnderlyingUnexercisedOptionsExercisableNumber ofSecuritiesUnderlyingUnexercisedOptionsUnexercisableOptionExercisePriceOptionExpirationDateEli Walles – Former Chairman of the Board20,000(1)$18.157/24/2022Ronen Luzon Chief Executive Officer10,000(1)$18.157/24/202228,889(2)11,112$11.45/29/2024Or Kles – Chief Financial Officer5,667(3)$18.157/24/20224,000(4)10,000$11.45/29/2024Billy Pardo Chief Operating Officer10,000(1)$18.157/24/202216,667(5)5,667$11.45/29/2024(1)The option has a grant date of July 24, 2017 and vested in full on January 24, 2018. Mr. Walles’ term of employment with the Company ceased as of June 1,2019.(2)The option has a grant date of May 29, 2019. 6,667 options vested immediately upon grant, 11,111 options vested on January 24, 2019, 11,111 options will veston January 24, 2020 and 11,111 options will vest on January 24, 2021.(3)The option has a grant date of July 24, 2017. 1,889 options vested immediately upon grant, 1,889 options vested on May 1, 2018 and 1,889 options vested onMay 1, 2019.(4)The option has a grant date of May 29, 2019. 4,000 options vested immediately upon grant, 3,333 options will vest on May 1, 2020, 3,333 options will vest onMay 21, 2021 and 3,334 options will vest on May 1, 2022.(5)The option has a grant date of May 29, 2019. 5,334 options vested immediately upon grant, 5,666 options vested on January 24, 2019, 5,667 options will veston January 24, 2020 and 5,667 options will vest on January 24, 2021.44Director CompensationThe following table sets forth compensation information for our nonemployee directors for the year ended December 31, 2019.NameFees earned orpaid incash ($)(1)Optionawards($)(1)Total($)Oren Elmalih15,44811,37926,827Oron Barnitzky15,08311,37926,462Arik Kaufman14,71311,37926,092(1)Fees for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6 respectively.(2)Amounts in this column represent the grant date fair value of options granted to the nonemployee directors during 2019, computed in accordance with FASBASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the nonemployee directors. The assumptions madein valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.We compensate our nonemployee directors for their service as a member of our board. Mr. Walles, our former Chairman, and Mr. Luzon received noseparate compensation for board service. Mr. Walles’ and Mr. Luzon’s compensation is set forth above in the Summary Compensation Table.Each nonemployee director is entitled to receive a per meeting fee of $286. Nonemployee directors are also reimbursed for their travel and reasonable outofpocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is required by the board or the committee(s)on which that director serves.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSecurity Ownership of Certain Beneficial Holders and ManagementThe following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 1, 2020 by (i) each personknown to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directorsand executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to allshares beneficially owned, subject to community property laws, where applicable.Beneficial Owner(1)Shares ofCommon StockBeneficiallyOwnedPercentage(2)5% Holder:Shoshana Zigdon233,3349.0%Executive officers and directors:Ronen Luzon182,619(3)6.8%Or Kles9,667(4)*Billy Pardo182,619(5)6.8%Ilia (Eli) Turchinsky1,893(6)*Arik Kaufman2,344(7)*Oren Elmaliah2,344(8)*Oron Branitzky2,344(9)*All Executive Officers and Directors as a Group (8 persons)201,1817.5%*Less than 1%(1)The address of each person is c/o My Size, Inc., 4 Hayarden St., POB 1026, Airport City, Israel 7010000 unless otherwise indicated herein.45(2)The calculation in this column is based upon 2,600,701 shares of common stock outstanding on March 1, 2020. Beneficial ownership is determined inaccordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock thatare currently exercisable or exercisable within 60 days of March 1, 2020 are deemed to be beneficially owned by the person holding such securities for thepurpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentagebeneficial ownership of any other person.(3)Consists of (i) 117,064 shares of common stock, (ii) options to purchase up to 38,890 shares of our common stock, and (iii) options to purchase up to 26,665shares of our common stock which are held by Billy Pardo, Ronen Luzon’s spouse. Mr. Luzon may be deemed to beneficially hold the securities of us held byMs. Pardo.(4)Consists of an option to purchase 9,667 shares of our common stock.(5)Consists of (i) options to purchase up to 26,665 shares of the Company’s common stock, (ii) 117,064 shares of common stock which are held by Ronen Luzon,Billy Pardo’s spouse, and (iii) options to purchase up to 38,890 shares of our common stock which are held by Ronen Luzon, Billy Pardo’s spouse. Ms. Pardomay be deemed to beneficially hold the securities of the Company held by Mr. Luzon.(6)Consists of options to purchase up to 1,893 shares of our common stock.(7)Consists of options to purchase up to 2,334 shares of our common stock.(8)Consists of options to purchase up to 2,334 shares of our common stock.(9)Consists of options to purchase up to 2,334 shares of our common stock.Change in ControlWe are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including anypledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control.Securities Authorized for Issuance Under Equity Compensation PlansOn January 29, 2017, our board of directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan, which were approvedby our stockholders on March 21, 2017. In addition, on January 29, 2017, our board of directors approved the Stock Option Plan Israel Grantees SubPlan. The 2017Equity Incentive Plan initially authorized the issuance of up to 2,000,000 shares of common stock under the plan and the 2017 Consultant Equity Incentive Planinitially authorized the issuance of up to 3,000,000 shares of common stock under the plan. On February 12, 2018, our stockholders approved an amendment to the2017 Consultant Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance under the plan from 3,000,000 to4,500,000. On July 3, 2018, our stockholders approved an amendment to the 2017 Equity Incentive Plan to increase the maximum number of shares of our commonstock available for issuance under the plan from 2,000,000 to 3,000,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximumnumber of shares of our common stock available for issuance under the plan from 4,500,000 to 7,000,000.The following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31, 2019. Number of securities to be issued upon exerciseof outstandingoptions, warrants andrights(a)Weighted averageexercise price of outstandingoptions, warrants and rights (b)Number of securities remainingavailable for future issuanceunder equitycompensationplans (excludingsecurities reflected incolumn (a) (c)Equity compensation plans approved by security holders198,34314.44315,928Equity compensation plans not approved by security holders76,66751.7Total275,01026.1315,92846ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEDuring years ended December 31, 2019 and 2018, except for compensation arrangements described elsewhere herein, we did not participate in anytransaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of$120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors,officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect materialinterest.Compensation arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation.”Indemnification Agreements and Directors’ and Officers’ Liability InsuranceWe have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us toindemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise byreason of their service to us or at our direction, and to advance expenses incurred as a result of any proceedings against them as to which they could beindemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicablesecurities laws.Director IndependenceSee “Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion regarding theindependence of the members of our board of directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESThe following table sets forth the aggregate fees billed by Somekh Chaikin, a member firm of KPMG International as described below:Fee Category20192018Audit Fees111,00095,213AuditRelated FeesTax Fees10,5009,300All Other Fees10,000Total Fees121,500114,513Audit Fees: Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial statements, thereview of interim consolidated financial statements, and related services that are normally provided in connection with registration statements, including theregistration statement for S1 and S3.Tax Fees: Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent registeredpublic accounting firm.All Other Fees: All Other Fees for 2018 consist of professional services for a transfer pricing study.PreApproval Policies and ProceduresIn accordance with the SarbanesOxley Act of 2002, as amended, our audit committee charter requires the audit committee to preapprove all audit andpermitted nonaudit services provided by our independent registered public accounting firm, including the review and approval in advance of our independentregistered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authorityto preapprove nonaudit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the auditcommittee must report to the full audit committee at the next audit committee meeting all items preapproved by such delegated members. In the fiscal years endedDecember 31, 2019 and December 31, 2018 all of the services performed by our independent registered public accounting firm were preapproved by the auditcommittee. 47PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a)Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b)ExhibitsSee Exhibit IndexITEM 16. FORM 10K SUMMARYNot applicable EXHIBIT INDEXExhibitNumberDescription3.1Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Form onForm 8K filed on March 23, 2017)3.2Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10K filed onMarch 4, 2016)3.3Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current Report onForm 8K filed on February 20, 2018)3.4Second Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8Kfiled on April 24, 2018)4.1Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S3/A filed onNovember 14, 2016)4.2Form of Warrant to Purchase Common Stock issued on December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Company’s RegistrationStatement on Form S1/A filed on December 18, 2017)4.3Form of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Reporton Form 10K filed on March 27, 2019)4.4*Description of Securities Registered under Section 1210.1My Size, Inc. 2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14Afiled on March 2, 2017)10.2My Size, Inc. 2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement onSchedule DEF 14A filed on March 2, 2017)10.3My Size, Inc. 2017 Stock Option Plan Israel Grantees SubPlan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form10K filed on March 27, 2019)10.4Form of Securities Purchase Agreement (incorporated by reference as Exhibit 99.1 to the Company’s Registration Statement on Form S3 filed onSeptember 20, 2016)10.5Form of Warrant (incorporated by reference as Exhibit 99.3 to the Company’s Registration Statement on Form S3 filed on September 20, 2016)10.6Cooperation Agreement between My Size and In Situ S.A. dated as of November 7, 2014 (incorporated by reference to Exhibit 10.1 to the Company’sAnnual Report on Form 10K filed on March 4, 2016)10.7Purchase Agreement between My Size, Inc. and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to theCompany’s Annual Report on Form 10K filed on March 4, 2016)10.8Contract for Services Regarding the Preparation of Public Funding Applications between My Size, Inc. and PNO Polska Sp. z o.o. dated as ofFebruary 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10K filed on April 14, 2017)10.9Form of Securities Purchase Agreement dated February 13, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statementon Form S3 filed on March 3, 2017)10.10Warrant issued to Longside Ventures LLC dated February 22, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s RegistrationStatement on Form S3 filed on March 3, 2017)48ExhibitNumberDescription10.11Technology and License Agreement dated as of March 4, 2016 between My Size, Inc. and LSY International, Inc. (incorporated by reference toExhibit 10.1 to the Company’s Current Report on Form 8K filed on March 7, 2016).10.12Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on August 22, 2017)10.13Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8K filed on August 22, 2017)10.14Form of Securities Purchase Agreement dated October 26, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on October 27, 2017)10.15Form of Warrant issued October 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on October27, 2017)10.16Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S1/A filed onDecember 19, 2017)10.17Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8K filed on December 20,2017)10.18Form of LeakOut Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on December 20, 2017)10.19Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on February 1,2018)10.20Form of LeakOut Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.21Form of LockUp Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.22 +Employment Agreement between My Size Israel 2014 Ltd. and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 tothe Company’s Quarterly Report on Form 10Q filed on November 19, 2018)10.23 +Employment Agreement between My Size Israel 2014 Ltd. and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.24 +Employment Agreement between My Size Israel 2014 Ltd. and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.25 +Termination Agreement between My Size Israel 2014 Ltd. and Eli Walles dated July 23, 2019 (incorporated by reference to Exhibit 10.1 to theCompany’s Quarterly Report on Form 10Q filed on August 8, 2019)10.26At the Market Offering Agreement between My Size, Inc. and H.C. Wainwright & Co. LLC dated September 13, 2019 (incorporated by reference toExhibit 1.1 to the Company’s Current Report on Form 8K filed on September 13, 2019)10.27Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on January 15,2020)10.28Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on January 15, 2020)10.29Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on January 15,2020)21.1List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10K filed on March 21, 2018)23.1*Consent of Somekh Chaikin31.1*Certification of the Chief Executive Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200231.2*Certification of the Chief Financial Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200232.1*Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a14(b) of the Exchange Act and 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the SarbanesOxley Act of 2002101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Schema101.CAL*XBRL Taxonomy Calculation Linkbase101.DEF*XBRL Taxonomy Definition Linkbase101.LAB*XBRL Taxonomy Label Linkbase101.PRE*XBRL Taxonomy Presentation Linkbase*Filed herewith.+Indicates a management contract or any compensatory plan, contract or arrangement49SIGNATURESPursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10K to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of March, 2020.MY SIZE, INC./s/ Ronen LuzonRonen LuzonChief Executive Officer (Principle Executive Officer) /s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10K has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated.SignatureTitleDate/s/ Ronen LuzonChief Executive Officer and DirectorMarch 19, 2020Ronen Luzon(Principle Executive Officer)/s/ Or KlesChief Financial OfficerMarch 19, 2020Or Kles(Principal Financial and Accounting Officer)/s/ Oren ElmaliahDirectorMarch 19, 2020Oren Elmaliah/s/ Arik KaufmanDirectorMarch 19, 2020Arik Kaufman/s/ Oron BranitzkyDirectorMarch 19, 2020Oron Branitzky50EX4.4 2 f10k2019ex44_mysizeinc.htm DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12Exhibit 4.4DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934As of December 31, 2019, My Size, Inc. (the “Company”, “we” or “our”) had one class of securities, its common stock, registered under Section 12 of theSecurities Exchange Act of 1934, as amended.GeneralThe following description of our capital stock summarizes the material terms and provisions of our common stock. For the complete terms of our commonstock, please refer to our Certificate of Incorporation and our Bylaws that are incorporated by reference into our most recent annual report on Form 10K. The termsof our capital stock may also be affected by Delaware General Corporation Law (“DGCL”). The summary below is qualified in its entirety by reference to ourCertificate of Incorporation and our Bylaws.Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share.Common StockHolders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of ourcommon stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors (the “Board” or “Board of Directors”) out of legallyavailable funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of our company. Upon liquidation, dissolutionor windingup, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of orprovision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.AntiTakeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCLCertain provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect ofdiscouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might considerfavorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate ofIncorporation and Bylaws and Delaware law, as applicable, among other things:●provide the Board with the ability to alter the bylaws without stockholder approval;●place limitations on the removal of directors; and●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seekingto acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause ourmarket price of our common stock to decline.Advance Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,including proposed nominations of persons for election to our Board of Directors. Stockholders at any meeting will only be able to consider proposals ornominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board of Directors or by a stockholder who was astockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, inproper form, of the stockholder’s intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approveor disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may havethe effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer fromconducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.Interested Stockholder Transactions. We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business combinations”between a publiclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15%or more of a Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder.Limitations on Liability, Indemnification of Officers and Directors and InsuranceThe DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages forbreaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include such an exculpation provision. Our Certificate of Incorporation andBylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages foractions taken as a director or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the casemay be. Our Certificate of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subjectto our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation will expressly authorize us to carrydirectors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnificationprovisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty.These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, ifsuccessful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek nonmonetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under thefederal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement anddamage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding againstany of our directors, officers or employees for which indemnification is sought.Authorized but Unissued SharesOur authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for avariety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized butunissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger orotherwise.Stock Exchange ListingOur common stock is traded on the Nasdaq Capital Market under the symbol “MYSZ”.Transfer Agent and RegistrarThe Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone number ofVStock Transfer, LLC is (212) 8288436.EX23.1 3 f10k2019ex231_mysizeinc.htm CONSENT OF SOMEKH CHAIKINExhibit 23.1Somekh ChaikinKPMG Milennium Tower17 Ha’arba’a Street, PO Box 609Tel Aviv 6100601, Israel+972 3 684 8000Consent of Independent Registered Public Accounting FirmThe Board of DirectorsMy Size Inc.We consent to the incorporation by reference in the registration statements No. 333223042, No. 333222535, No. 333221199, No. 333216414 and No. 333213727 onForm S3 and registration statements No. 333222537 and No. 333227053 on form S8 and registration statement No. 333221741 on form S1 of My Size Inc. (the“Company”) of our report dated March 19, 2020 with respect to the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes, which report appears in the December 31, 2019 annual report on Form 10K of the Company.Our report dated March 19, 2020 contains an explanatory paragraph that states that the Company has incurred significant losses and negative cash flows fromoperations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements donot include any adjustments that might result from the outcome of that uncertainty.Our report refers to a change in the method of accounting for leases./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member firm of KPMG InternationalTel Aviv, IsraelMarch 19, 2020EX31.1 4 f10k2019ex311_mysizeinc.htm CERTIFICATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)EX31.2 5 f10k2019ex312_mysizeinc.htm CERTIFICATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Or Kles, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)EX32.1 6 f10k2019ex321_mysizeinc.htm CERTIFICATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the “Company”) on Form 10K for the year ended December 31, 2019 as filed with the Securities andExchange Commission on the date hereof (the “Report”), each of, Ronen Luzon and Or Kles, Chief Executive Officer and Chief Financial Officer of the Company,respectively, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Company’s Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)(3)Mr. Walles’ employment as our Chairman ceased as of June 1, 2019.All Other Compensation TableThe “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:NameYearAutomobileRelatedExpenses($)Manager’sInsurance*($)EducationFund*($)Other socialbenefits**($)Total($)Eli Walles20199,0007,0004,00053,00073,000201811,00021,00011,00013,00056,000Ronen Luzon201929,00030,00013,00051,000123,000201824,00026,00011,00012,00073,000Or Kles201915,00015,0008,0009,00047,00020186,00013,0007,00010,00036,000Billy Pardo201915,00020,00010,00022,00067,00020182,00026,00012,00010,00050,000*Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severancesavings (in accordance with Israeli law), defined contribution taxqualified pension savings and disability insurance premiums. An education fund is asavings fund of pretax contributions to be used after a specified period of time for educational or other permitted purposes.**Other social benefits for 2019 and 2018 for all named individuals includes tax payments in respect of social benefits, and additionally in 2018, for each ofRonen Luzon and Billy Pardo, includes a sum of $5,000 for travel related expenses. Other social benefits for Eli Walles in 2019 includes payment for thebalance of vacation days and for advance notice period.42Agreements with Named Executive OfficersRonen LuzonOn November 18, 2018, My Size Israel, our whollyowned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon EmploymentAgreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Pursuant to the terms of the Luzon Employment Agreement, Mr. Luzon shallreceive NIS 50,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Luzon shall be entitled socialbenefits and to other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage,including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreementand subject to certain conditions, payments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance paymentsdue to Mr. Luzon. The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provideswritten notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Luzon’s employment without priorwritten notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment Agreement).Or KlesOn November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which Mr. Kleswill serve as our Chief Financial Officer. Pursuant to the terms of the Kles Employment Agreement, Mr. Kles shall receive NIS 30,000 per month as his base salary andshall be eligible to receive such bonus as determined by us. In addition, Mr. Kles shall be entitled to social benefits and other benefits, including, but not limited to,contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days,sick leave and expense reimbursement. Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to thepension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Kles. The term of the Kles Employment Agreement shall beeffective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of thetermination of such agreement. We may also terminate Mr. Kles’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined inthe Kles Employment Agreement).43Billy PardoOn November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant to which Ms.Pardo will serve as our Chief Product Officer. Pursuant to the terms of the Pardo Employment Agreement, Ms. Pardo shall receive NIS 40,000 per month as her basesalary and shall be eligible to receive such bonus as determined by us. In addition, Ms. Pardo shall be entitled to social benefits and other benefits, including, butnot limited to, contributions towards an education fund, pension scheme, manager’s insurance ,insurance coverage, including insurance in case of disability, annualvacation days, sick leave and expense reimbursement. Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments madeby us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Ms. Pardo. The term of the Pardo EmploymentAgreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days inadvance of the termination of such agreement. We may also terminate Ms. Pardo’s employment without prior written notice (or payment in lieu of such notice) forCause (as defined in the Pardo Employment Agreement).Eli WallesOn November 18, 2018, My Size Israel entered into an employment agreement with Eliyahu Walles, or the Walles Employment Agreement, pursuant towhich Mr. Walles will serve as our Chairman of the board of directors. Pursuant to the terms of the Walles Employment Agreement, Mr. Walles shall receive NIS35,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Walles shall be entitled to social benefits andother benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, includinginsurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Walles Employment Agreement and subjectto certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Walles. Theterm of the Walles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to theother party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Walles’ employment without prior written notice (orpayment in lieu of such notice) for Cause (as defined in the Walles Employment Agreement).On June 2, 2019, Mr. Walles tendered his resignation as Chairman of the board of directors, effective immediately. In connection with Mr. Walles’sresignation, the Company and Mr. Walles agreed to amend his employment agreement and subsequently entered into a Termination Agreement dated as of July 23,2019. Under the terms of the Termination Agreement, Mr. Walles’s term of employment with us cease as of June 1, 2019, the advance notice period was amended tofour months such that Mr. Walles shall be entitled to receive four monthly salaries, and the termination date of all vested options granted to Mr. Walles wasextended until June 1, 2020.Outstanding Equity Awards at Fiscal YearEndThe following table provides information regarding options held by each of our named executive officers that were outstanding as of December 31, 2019.Option AwardsName and Principal PositionNumber ofSecuritiesUnderlyingUnexercisedOptionsExercisableNumber ofSecuritiesUnderlyingUnexercisedOptionsUnexercisableOptionExercisePriceOptionExpirationDateEli Walles – Former Chairman of the Board20,000(1)$18.157/24/2022Ronen Luzon Chief Executive Officer10,000(1)$18.157/24/202228,889(2)11,112$11.45/29/2024Or Kles – Chief Financial Officer5,667(3)$18.157/24/20224,000(4)10,000$11.45/29/2024Billy Pardo Chief Operating Officer10,000(1)$18.157/24/202216,667(5)5,667$11.45/29/2024(1)The option has a grant date of July 24, 2017 and vested in full on January 24, 2018. Mr. Walles’ term of employment with the Company ceased as of June 1,2019.(2)The option has a grant date of May 29, 2019. 6,667 options vested immediately upon grant, 11,111 options vested on January 24, 2019, 11,111 options will veston January 24, 2020 and 11,111 options will vest on January 24, 2021.(3)The option has a grant date of July 24, 2017. 1,889 options vested immediately upon grant, 1,889 options vested on May 1, 2018 and 1,889 options vested onMay 1, 2019.(4)The option has a grant date of May 29, 2019. 4,000 options vested immediately upon grant, 3,333 options will vest on May 1, 2020, 3,333 options will vest onMay 21, 2021 and 3,334 options will vest on May 1, 2022.(5)The option has a grant date of May 29, 2019. 5,334 options vested immediately upon grant, 5,666 options vested on January 24, 2019, 5,667 options will veston January 24, 2020 and 5,667 options will vest on January 24, 2021.44Director CompensationThe following table sets forth compensation information for our nonemployee directors for the year ended December 31, 2019.NameFees earned orpaid incash ($)(1)Optionawards($)(1)Total($)Oren Elmalih15,44811,37926,827Oron Barnitzky15,08311,37926,462Arik Kaufman14,71311,37926,092(1)Fees for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6 respectively.(2)Amounts in this column represent the grant date fair value of options granted to the nonemployee directors during 2019, computed in accordance with FASBASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the nonemployee directors. The assumptions madein valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.We compensate our nonemployee directors for their service as a member of our board. Mr. Walles, our former Chairman, and Mr. Luzon received noseparate compensation for board service. Mr. Walles’ and Mr. Luzon’s compensation is set forth above in the Summary Compensation Table.Each nonemployee director is entitled to receive a per meeting fee of $286. Nonemployee directors are also reimbursed for their travel and reasonable outofpocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is required by the board or the committee(s)on which that director serves.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSecurity Ownership of Certain Beneficial Holders and ManagementThe following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 1, 2020 by (i) each personknown to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directorsand executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to allshares beneficially owned, subject to community property laws, where applicable.Beneficial Owner(1)Shares ofCommon StockBeneficiallyOwnedPercentage(2)5% Holder:Shoshana Zigdon233,3349.0%Executive officers and directors:Ronen Luzon182,619(3)6.8%Or Kles9,667(4)*Billy Pardo182,619(5)6.8%Ilia (Eli) Turchinsky1,893(6)*Arik Kaufman2,344(7)*Oren Elmaliah2,344(8)*Oron Branitzky2,344(9)*All Executive Officers and Directors as a Group (8 persons)201,1817.5%*Less than 1%(1)The address of each person is c/o My Size, Inc., 4 Hayarden St., POB 1026, Airport City, Israel 7010000 unless otherwise indicated herein.45(2)The calculation in this column is based upon 2,600,701 shares of common stock outstanding on March 1, 2020. Beneficial ownership is determined inaccordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock thatare currently exercisable or exercisable within 60 days of March 1, 2020 are deemed to be beneficially owned by the person holding such securities for thepurpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentagebeneficial ownership of any other person.(3)Consists of (i) 117,064 shares of common stock, (ii) options to purchase up to 38,890 shares of our common stock, and (iii) options to purchase up to 26,665shares of our common stock which are held by Billy Pardo, Ronen Luzon’s spouse. Mr. Luzon may be deemed to beneficially hold the securities of us held byMs. Pardo.(4)Consists of an option to purchase 9,667 shares of our common stock.(5)Consists of (i) options to purchase up to 26,665 shares of the Company’s common stock, (ii) 117,064 shares of common stock which are held by Ronen Luzon,Billy Pardo’s spouse, and (iii) options to purchase up to 38,890 shares of our common stock which are held by Ronen Luzon, Billy Pardo’s spouse. Ms. Pardomay be deemed to beneficially hold the securities of the Company held by Mr. Luzon.(6)Consists of options to purchase up to 1,893 shares of our common stock.(7)Consists of options to purchase up to 2,334 shares of our common stock.(8)Consists of options to purchase up to 2,334 shares of our common stock.(9)Consists of options to purchase up to 2,334 shares of our common stock.Change in ControlWe are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including anypledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control.Securities Authorized for Issuance Under Equity Compensation PlansOn January 29, 2017, our board of directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan, which were approvedby our stockholders on March 21, 2017. In addition, on January 29, 2017, our board of directors approved the Stock Option Plan Israel Grantees SubPlan. The 2017Equity Incentive Plan initially authorized the issuance of up to 2,000,000 shares of common stock under the plan and the 2017 Consultant Equity Incentive Planinitially authorized the issuance of up to 3,000,000 shares of common stock under the plan. On February 12, 2018, our stockholders approved an amendment to the2017 Consultant Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance under the plan from 3,000,000 to4,500,000. On July 3, 2018, our stockholders approved an amendment to the 2017 Equity Incentive Plan to increase the maximum number of shares of our commonstock available for issuance under the plan from 2,000,000 to 3,000,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximumnumber of shares of our common stock available for issuance under the plan from 4,500,000 to 7,000,000.The following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31, 2019. Number of securities to be issued upon exerciseof outstandingoptions, warrants andrights(a)Weighted averageexercise price of outstandingoptions, warrants and rights (b)Number of securities remainingavailable for future issuanceunder equitycompensationplans (excludingsecurities reflected incolumn (a) (c)Equity compensation plans approved by security holders198,34314.44315,928Equity compensation plans not approved by security holders76,66751.7Total275,01026.1315,92846ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEDuring years ended December 31, 2019 and 2018, except for compensation arrangements described elsewhere herein, we did not participate in anytransaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of$120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors,officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect materialinterest.Compensation arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation.”Indemnification Agreements and Directors’ and Officers’ Liability InsuranceWe have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us toindemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise byreason of their service to us or at our direction, and to advance expenses incurred as a result of any proceedings against them as to which they could beindemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicablesecurities laws.Director IndependenceSee “Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion regarding theindependence of the members of our board of directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESThe following table sets forth the aggregate fees billed by Somekh Chaikin, a member firm of KPMG International as described below:Fee Category20192018Audit Fees111,00095,213AuditRelated FeesTax Fees10,5009,300All Other Fees10,000Total Fees121,500114,513Audit Fees: Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial statements, thereview of interim consolidated financial statements, and related services that are normally provided in connection with registration statements, including theregistration statement for S1 and S3.Tax Fees: Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent registeredpublic accounting firm.All Other Fees: All Other Fees for 2018 consist of professional services for a transfer pricing study.PreApproval Policies and ProceduresIn accordance with the SarbanesOxley Act of 2002, as amended, our audit committee charter requires the audit committee to preapprove all audit andpermitted nonaudit services provided by our independent registered public accounting firm, including the review and approval in advance of our independentregistered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authorityto preapprove nonaudit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the auditcommittee must report to the full audit committee at the next audit committee meeting all items preapproved by such delegated members. In the fiscal years endedDecember 31, 2019 and December 31, 2018 all of the services performed by our independent registered public accounting firm were preapproved by the auditcommittee. 47PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a)Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b)ExhibitsSee Exhibit IndexITEM 16. FORM 10K SUMMARYNot applicable EXHIBIT INDEXExhibitNumberDescription3.1Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Form onForm 8K filed on March 23, 2017)3.2Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10K filed onMarch 4, 2016)3.3Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current Report onForm 8K filed on February 20, 2018)3.4Second Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8Kfiled on April 24, 2018)4.1Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S3/A filed onNovember 14, 2016)4.2Form of Warrant to Purchase Common Stock issued on December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Company’s RegistrationStatement on Form S1/A filed on December 18, 2017)4.3Form of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Reporton Form 10K filed on March 27, 2019)4.4*Description of Securities Registered under Section 1210.1My Size, Inc. 2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14Afiled on March 2, 2017)10.2My Size, Inc. 2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement onSchedule DEF 14A filed on March 2, 2017)10.3My Size, Inc. 2017 Stock Option Plan Israel Grantees SubPlan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form10K filed on March 27, 2019)10.4Form of Securities Purchase Agreement (incorporated by reference as Exhibit 99.1 to the Company’s Registration Statement on Form S3 filed onSeptember 20, 2016)10.5Form of Warrant (incorporated by reference as Exhibit 99.3 to the Company’s Registration Statement on Form S3 filed on September 20, 2016)10.6Cooperation Agreement between My Size and In Situ S.A. dated as of November 7, 2014 (incorporated by reference to Exhibit 10.1 to the Company’sAnnual Report on Form 10K filed on March 4, 2016)10.7Purchase Agreement between My Size, Inc. and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to theCompany’s Annual Report on Form 10K filed on March 4, 2016)10.8Contract for Services Regarding the Preparation of Public Funding Applications between My Size, Inc. and PNO Polska Sp. z o.o. dated as ofFebruary 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10K filed on April 14, 2017)10.9Form of Securities Purchase Agreement dated February 13, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statementon Form S3 filed on March 3, 2017)10.10Warrant issued to Longside Ventures LLC dated February 22, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s RegistrationStatement on Form S3 filed on March 3, 2017)48ExhibitNumberDescription10.11Technology and License Agreement dated as of March 4, 2016 between My Size, Inc. and LSY International, Inc. (incorporated by reference toExhibit 10.1 to the Company’s Current Report on Form 8K filed on March 7, 2016).10.12Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on August 22, 2017)10.13Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8K filed on August 22, 2017)10.14Form of Securities Purchase Agreement dated October 26, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on October 27, 2017)10.15Form of Warrant issued October 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on October27, 2017)10.16Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S1/A filed onDecember 19, 2017)10.17Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8K filed on December 20,2017)10.18Form of LeakOut Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on December 20, 2017)10.19Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on February 1,2018)10.20Form of LeakOut Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.21Form of LockUp Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.22 +Employment Agreement between My Size Israel 2014 Ltd. and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 tothe Company’s Quarterly Report on Form 10Q filed on November 19, 2018)10.23 +Employment Agreement between My Size Israel 2014 Ltd. and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.24 +Employment Agreement between My Size Israel 2014 Ltd. and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.25 +Termination Agreement between My Size Israel 2014 Ltd. and Eli Walles dated July 23, 2019 (incorporated by reference to Exhibit 10.1 to theCompany’s Quarterly Report on Form 10Q filed on August 8, 2019)10.26At the Market Offering Agreement between My Size, Inc. and H.C. Wainwright & Co. LLC dated September 13, 2019 (incorporated by reference toExhibit 1.1 to the Company’s Current Report on Form 8K filed on September 13, 2019)10.27Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on January 15,2020)10.28Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on January 15, 2020)10.29Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on January 15,2020)21.1List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10K filed on March 21, 2018)23.1*Consent of Somekh Chaikin31.1*Certification of the Chief Executive Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200231.2*Certification of the Chief Financial Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200232.1*Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a14(b) of the Exchange Act and 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the SarbanesOxley Act of 2002101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Schema101.CAL*XBRL Taxonomy Calculation Linkbase101.DEF*XBRL Taxonomy Definition Linkbase101.LAB*XBRL Taxonomy Label Linkbase101.PRE*XBRL Taxonomy Presentation Linkbase*Filed herewith.+Indicates a management contract or any compensatory plan, contract or arrangement49SIGNATURESPursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10K to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of March, 2020.MY SIZE, INC./s/ Ronen LuzonRonen LuzonChief Executive Officer (Principle Executive Officer) /s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10K has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated.SignatureTitleDate/s/ Ronen LuzonChief Executive Officer and DirectorMarch 19, 2020Ronen Luzon(Principle Executive Officer)/s/ Or KlesChief Financial OfficerMarch 19, 2020Or Kles(Principal Financial and Accounting Officer)/s/ Oren ElmaliahDirectorMarch 19, 2020Oren Elmaliah/s/ Arik KaufmanDirectorMarch 19, 2020Arik Kaufman/s/ Oron BranitzkyDirectorMarch 19, 2020Oron Branitzky50EX4.4 2 f10k2019ex44_mysizeinc.htm DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12Exhibit 4.4DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934As of December 31, 2019, My Size, Inc. (the “Company”, “we” or “our”) had one class of securities, its common stock, registered under Section 12 of theSecurities Exchange Act of 1934, as amended.GeneralThe following description of our capital stock summarizes the material terms and provisions of our common stock. For the complete terms of our commonstock, please refer to our Certificate of Incorporation and our Bylaws that are incorporated by reference into our most recent annual report on Form 10K. The termsof our capital stock may also be affected by Delaware General Corporation Law (“DGCL”). The summary below is qualified in its entirety by reference to ourCertificate of Incorporation and our Bylaws.Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share.Common StockHolders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of ourcommon stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors (the “Board” or “Board of Directors”) out of legallyavailable funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of our company. Upon liquidation, dissolutionor windingup, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of orprovision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.AntiTakeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCLCertain provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect ofdiscouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might considerfavorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate ofIncorporation and Bylaws and Delaware law, as applicable, among other things:●provide the Board with the ability to alter the bylaws without stockholder approval;●place limitations on the removal of directors; and●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seekingto acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause ourmarket price of our common stock to decline.Advance Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,including proposed nominations of persons for election to our Board of Directors. Stockholders at any meeting will only be able to consider proposals ornominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board of Directors or by a stockholder who was astockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, inproper form, of the stockholder’s intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approveor disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may havethe effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer fromconducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.Interested Stockholder Transactions. We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business combinations”between a publiclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15%or more of a Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder.Limitations on Liability, Indemnification of Officers and Directors and InsuranceThe DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages forbreaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include such an exculpation provision. Our Certificate of Incorporation andBylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages foractions taken as a director or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the casemay be. Our Certificate of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subjectto our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation will expressly authorize us to carrydirectors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnificationprovisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty.These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, ifsuccessful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek nonmonetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under thefederal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement anddamage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding againstany of our directors, officers or employees for which indemnification is sought.Authorized but Unissued SharesOur authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for avariety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized butunissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger orotherwise.Stock Exchange ListingOur common stock is traded on the Nasdaq Capital Market under the symbol “MYSZ”.Transfer Agent and RegistrarThe Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone number ofVStock Transfer, LLC is (212) 8288436.EX23.1 3 f10k2019ex231_mysizeinc.htm CONSENT OF SOMEKH CHAIKINExhibit 23.1Somekh ChaikinKPMG Milennium Tower17 Ha’arba’a Street, PO Box 609Tel Aviv 6100601, Israel+972 3 684 8000Consent of Independent Registered Public Accounting FirmThe Board of DirectorsMy Size Inc.We consent to the incorporation by reference in the registration statements No. 333223042, No. 333222535, No. 333221199, No. 333216414 and No. 333213727 onForm S3 and registration statements No. 333222537 and No. 333227053 on form S8 and registration statement No. 333221741 on form S1 of My Size Inc. (the“Company”) of our report dated March 19, 2020 with respect to the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes, which report appears in the December 31, 2019 annual report on Form 10K of the Company.Our report dated March 19, 2020 contains an explanatory paragraph that states that the Company has incurred significant losses and negative cash flows fromoperations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements donot include any adjustments that might result from the outcome of that uncertainty.Our report refers to a change in the method of accounting for leases./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member firm of KPMG InternationalTel Aviv, IsraelMarch 19, 2020EX31.1 4 f10k2019ex311_mysizeinc.htm CERTIFICATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)EX31.2 5 f10k2019ex312_mysizeinc.htm CERTIFICATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Or Kles, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)EX32.1 6 f10k2019ex321_mysizeinc.htm CERTIFICATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the “Company”) on Form 10K for the year ended December 31, 2019 as filed with the Securities andExchange Commission on the date hereof (the “Report”), each of, Ronen Luzon and Or Kles, Chief Executive Officer and Chief Financial Officer of the Company,respectively, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Company’s Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)(3)Mr. Walles’ employment as our Chairman ceased as of June 1, 2019.All Other Compensation TableThe “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:NameYearAutomobileRelatedExpenses($)Manager’sInsurance*($)EducationFund*($)Other socialbenefits**($)Total($)Eli Walles20199,0007,0004,00053,00073,000201811,00021,00011,00013,00056,000Ronen Luzon201929,00030,00013,00051,000123,000201824,00026,00011,00012,00073,000Or Kles201915,00015,0008,0009,00047,00020186,00013,0007,00010,00036,000Billy Pardo201915,00020,00010,00022,00067,00020182,00026,00012,00010,00050,000*Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severancesavings (in accordance with Israeli law), defined contribution taxqualified pension savings and disability insurance premiums. An education fund is asavings fund of pretax contributions to be used after a specified period of time for educational or other permitted purposes.**Other social benefits for 2019 and 2018 for all named individuals includes tax payments in respect of social benefits, and additionally in 2018, for each ofRonen Luzon and Billy Pardo, includes a sum of $5,000 for travel related expenses. Other social benefits for Eli Walles in 2019 includes payment for thebalance of vacation days and for advance notice period.42Agreements with Named Executive OfficersRonen LuzonOn November 18, 2018, My Size Israel, our whollyowned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon EmploymentAgreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Pursuant to the terms of the Luzon Employment Agreement, Mr. Luzon shallreceive NIS 50,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Luzon shall be entitled socialbenefits and to other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage,including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreementand subject to certain conditions, payments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance paymentsdue to Mr. Luzon. The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provideswritten notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Luzon’s employment without priorwritten notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment Agreement).Or KlesOn November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which Mr. Kleswill serve as our Chief Financial Officer. Pursuant to the terms of the Kles Employment Agreement, Mr. Kles shall receive NIS 30,000 per month as his base salary andshall be eligible to receive such bonus as determined by us. In addition, Mr. Kles shall be entitled to social benefits and other benefits, including, but not limited to,contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days,sick leave and expense reimbursement. Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to thepension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Kles. The term of the Kles Employment Agreement shall beeffective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of thetermination of such agreement. We may also terminate Mr. Kles’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined inthe Kles Employment Agreement).43Billy PardoOn November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant to which Ms.Pardo will serve as our Chief Product Officer. Pursuant to the terms of the Pardo Employment Agreement, Ms. Pardo shall receive NIS 40,000 per month as her basesalary and shall be eligible to receive such bonus as determined by us. In addition, Ms. Pardo shall be entitled to social benefits and other benefits, including, butnot limited to, contributions towards an education fund, pension scheme, manager’s insurance ,insurance coverage, including insurance in case of disability, annualvacation days, sick leave and expense reimbursement. Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments madeby us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Ms. Pardo. The term of the Pardo EmploymentAgreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days inadvance of the termination of such agreement. We may also terminate Ms. Pardo’s employment without prior written notice (or payment in lieu of such notice) forCause (as defined in the Pardo Employment Agreement).Eli WallesOn November 18, 2018, My Size Israel entered into an employment agreement with Eliyahu Walles, or the Walles Employment Agreement, pursuant towhich Mr. Walles will serve as our Chairman of the board of directors. Pursuant to the terms of the Walles Employment Agreement, Mr. Walles shall receive NIS35,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Walles shall be entitled to social benefits andother benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, includinginsurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Walles Employment Agreement and subjectto certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Walles. Theterm of the Walles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to theother party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Walles’ employment without prior written notice (orpayment in lieu of such notice) for Cause (as defined in the Walles Employment Agreement).On June 2, 2019, Mr. Walles tendered his resignation as Chairman of the board of directors, effective immediately. In connection with Mr. Walles’sresignation, the Company and Mr. Walles agreed to amend his employment agreement and subsequently entered into a Termination Agreement dated as of July 23,2019. Under the terms of the Termination Agreement, Mr. Walles’s term of employment with us cease as of June 1, 2019, the advance notice period was amended tofour months such that Mr. Walles shall be entitled to receive four monthly salaries, and the termination date of all vested options granted to Mr. Walles wasextended until June 1, 2020.Outstanding Equity Awards at Fiscal YearEndThe following table provides information regarding options held by each of our named executive officers that were outstanding as of December 31, 2019.Option AwardsName and Principal PositionNumber ofSecuritiesUnderlyingUnexercisedOptionsExercisableNumber ofSecuritiesUnderlyingUnexercisedOptionsUnexercisableOptionExercisePriceOptionExpirationDateEli Walles – Former Chairman of the Board20,000(1)$18.157/24/2022Ronen Luzon Chief Executive Officer10,000(1)$18.157/24/202228,889(2)11,112$11.45/29/2024Or Kles – Chief Financial Officer5,667(3)$18.157/24/20224,000(4)10,000$11.45/29/2024Billy Pardo Chief Operating Officer10,000(1)$18.157/24/202216,667(5)5,667$11.45/29/2024(1)The option has a grant date of July 24, 2017 and vested in full on January 24, 2018. Mr. Walles’ term of employment with the Company ceased as of June 1,2019.(2)The option has a grant date of May 29, 2019. 6,667 options vested immediately upon grant, 11,111 options vested on January 24, 2019, 11,111 options will veston January 24, 2020 and 11,111 options will vest on January 24, 2021.(3)The option has a grant date of July 24, 2017. 1,889 options vested immediately upon grant, 1,889 options vested on May 1, 2018 and 1,889 options vested onMay 1, 2019.(4)The option has a grant date of May 29, 2019. 4,000 options vested immediately upon grant, 3,333 options will vest on May 1, 2020, 3,333 options will vest onMay 21, 2021 and 3,334 options will vest on May 1, 2022.(5)The option has a grant date of May 29, 2019. 5,334 options vested immediately upon grant, 5,666 options vested on January 24, 2019, 5,667 options will veston January 24, 2020 and 5,667 options will vest on January 24, 2021.44Director CompensationThe following table sets forth compensation information for our nonemployee directors for the year ended December 31, 2019.NameFees earned orpaid incash ($)(1)Optionawards($)(1)Total($)Oren Elmalih15,44811,37926,827Oron Barnitzky15,08311,37926,462Arik Kaufman14,71311,37926,092(1)Fees for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6 respectively.(2)Amounts in this column represent the grant date fair value of options granted to the nonemployee directors during 2019, computed in accordance with FASBASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the nonemployee directors. The assumptions madein valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.We compensate our nonemployee directors for their service as a member of our board. Mr. Walles, our former Chairman, and Mr. Luzon received noseparate compensation for board service. Mr. Walles’ and Mr. Luzon’s compensation is set forth above in the Summary Compensation Table.Each nonemployee director is entitled to receive a per meeting fee of $286. Nonemployee directors are also reimbursed for their travel and reasonable outofpocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is required by the board or the committee(s)on which that director serves.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSecurity Ownership of Certain Beneficial Holders and ManagementThe following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 1, 2020 by (i) each personknown to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directorsand executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to allshares beneficially owned, subject to community property laws, where applicable.Beneficial Owner(1)Shares ofCommon StockBeneficiallyOwnedPercentage(2)5% Holder:Shoshana Zigdon233,3349.0%Executive officers and directors:Ronen Luzon182,619(3)6.8%Or Kles9,667(4)*Billy Pardo182,619(5)6.8%Ilia (Eli) Turchinsky1,893(6)*Arik Kaufman2,344(7)*Oren Elmaliah2,344(8)*Oron Branitzky2,344(9)*All Executive Officers and Directors as a Group (8 persons)201,1817.5%*Less than 1%(1)The address of each person is c/o My Size, Inc., 4 Hayarden St., POB 1026, Airport City, Israel 7010000 unless otherwise indicated herein.45(2)The calculation in this column is based upon 2,600,701 shares of common stock outstanding on March 1, 2020. Beneficial ownership is determined inaccordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock thatare currently exercisable or exercisable within 60 days of March 1, 2020 are deemed to be beneficially owned by the person holding such securities for thepurpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentagebeneficial ownership of any other person.(3)Consists of (i) 117,064 shares of common stock, (ii) options to purchase up to 38,890 shares of our common stock, and (iii) options to purchase up to 26,665shares of our common stock which are held by Billy Pardo, Ronen Luzon’s spouse. Mr. Luzon may be deemed to beneficially hold the securities of us held byMs. Pardo.(4)Consists of an option to purchase 9,667 shares of our common stock.(5)Consists of (i) options to purchase up to 26,665 shares of the Company’s common stock, (ii) 117,064 shares of common stock which are held by Ronen Luzon,Billy Pardo’s spouse, and (iii) options to purchase up to 38,890 shares of our common stock which are held by Ronen Luzon, Billy Pardo’s spouse. Ms. Pardomay be deemed to beneficially hold the securities of the Company held by Mr. Luzon.(6)Consists of options to purchase up to 1,893 shares of our common stock.(7)Consists of options to purchase up to 2,334 shares of our common stock.(8)Consists of options to purchase up to 2,334 shares of our common stock.(9)Consists of options to purchase up to 2,334 shares of our common stock.Change in ControlWe are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including anypledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control.Securities Authorized for Issuance Under Equity Compensation PlansOn January 29, 2017, our board of directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan, which were approvedby our stockholders on March 21, 2017. In addition, on January 29, 2017, our board of directors approved the Stock Option Plan Israel Grantees SubPlan. The 2017Equity Incentive Plan initially authorized the issuance of up to 2,000,000 shares of common stock under the plan and the 2017 Consultant Equity Incentive Planinitially authorized the issuance of up to 3,000,000 shares of common stock under the plan. On February 12, 2018, our stockholders approved an amendment to the2017 Consultant Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance under the plan from 3,000,000 to4,500,000. On July 3, 2018, our stockholders approved an amendment to the 2017 Equity Incentive Plan to increase the maximum number of shares of our commonstock available for issuance under the plan from 2,000,000 to 3,000,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximumnumber of shares of our common stock available for issuance under the plan from 4,500,000 to 7,000,000.The following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31, 2019. Number of securities to be issued upon exerciseof outstandingoptions, warrants andrights(a)Weighted averageexercise price of outstandingoptions, warrants and rights (b)Number of securities remainingavailable for future issuanceunder equitycompensationplans (excludingsecurities reflected incolumn (a) (c)Equity compensation plans approved by security holders198,34314.44315,928Equity compensation plans not approved by security holders76,66751.7Total275,01026.1315,92846ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEDuring years ended December 31, 2019 and 2018, except for compensation arrangements described elsewhere herein, we did not participate in anytransaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of$120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors,officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect materialinterest.Compensation arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation.”Indemnification Agreements and Directors’ and Officers’ Liability InsuranceWe have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us toindemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise byreason of their service to us or at our direction, and to advance expenses incurred as a result of any proceedings against them as to which they could beindemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicablesecurities laws.Director IndependenceSee “Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion regarding theindependence of the members of our board of directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESThe following table sets forth the aggregate fees billed by Somekh Chaikin, a member firm of KPMG International as described below:Fee Category20192018Audit Fees111,00095,213AuditRelated FeesTax Fees10,5009,300All Other Fees10,000Total Fees121,500114,513Audit Fees: Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial statements, thereview of interim consolidated financial statements, and related services that are normally provided in connection with registration statements, including theregistration statement for S1 and S3.Tax Fees: Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent registeredpublic accounting firm.All Other Fees: All Other Fees for 2018 consist of professional services for a transfer pricing study.PreApproval Policies and ProceduresIn accordance with the SarbanesOxley Act of 2002, as amended, our audit committee charter requires the audit committee to preapprove all audit andpermitted nonaudit services provided by our independent registered public accounting firm, including the review and approval in advance of our independentregistered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authorityto preapprove nonaudit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the auditcommittee must report to the full audit committee at the next audit committee meeting all items preapproved by such delegated members. In the fiscal years endedDecember 31, 2019 and December 31, 2018 all of the services performed by our independent registered public accounting firm were preapproved by the auditcommittee. 47PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a)Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b)ExhibitsSee Exhibit IndexITEM 16. FORM 10K SUMMARYNot applicable EXHIBIT INDEXExhibitNumberDescription3.1Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Form onForm 8K filed on March 23, 2017)3.2Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10K filed onMarch 4, 2016)3.3Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current Report onForm 8K filed on February 20, 2018)3.4Second Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8Kfiled on April 24, 2018)4.1Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S3/A filed onNovember 14, 2016)4.2Form of Warrant to Purchase Common Stock issued on December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Company’s RegistrationStatement on Form S1/A filed on December 18, 2017)4.3Form of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Reporton Form 10K filed on March 27, 2019)4.4*Description of Securities Registered under Section 1210.1My Size, Inc. 2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14Afiled on March 2, 2017)10.2My Size, Inc. 2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement onSchedule DEF 14A filed on March 2, 2017)10.3My Size, Inc. 2017 Stock Option Plan Israel Grantees SubPlan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form10K filed on March 27, 2019)10.4Form of Securities Purchase Agreement (incorporated by reference as Exhibit 99.1 to the Company’s Registration Statement on Form S3 filed onSeptember 20, 2016)10.5Form of Warrant (incorporated by reference as Exhibit 99.3 to the Company’s Registration Statement on Form S3 filed on September 20, 2016)10.6Cooperation Agreement between My Size and In Situ S.A. dated as of November 7, 2014 (incorporated by reference to Exhibit 10.1 to the Company’sAnnual Report on Form 10K filed on March 4, 2016)10.7Purchase Agreement between My Size, Inc. and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to theCompany’s Annual Report on Form 10K filed on March 4, 2016)10.8Contract for Services Regarding the Preparation of Public Funding Applications between My Size, Inc. and PNO Polska Sp. z o.o. dated as ofFebruary 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10K filed on April 14, 2017)10.9Form of Securities Purchase Agreement dated February 13, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statementon Form S3 filed on March 3, 2017)10.10Warrant issued to Longside Ventures LLC dated February 22, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s RegistrationStatement on Form S3 filed on March 3, 2017)48ExhibitNumberDescription10.11Technology and License Agreement dated as of March 4, 2016 between My Size, Inc. and LSY International, Inc. (incorporated by reference toExhibit 10.1 to the Company’s Current Report on Form 8K filed on March 7, 2016).10.12Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on August 22, 2017)10.13Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8K filed on August 22, 2017)10.14Form of Securities Purchase Agreement dated October 26, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on October 27, 2017)10.15Form of Warrant issued October 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on October27, 2017)10.16Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S1/A filed onDecember 19, 2017)10.17Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8K filed on December 20,2017)10.18Form of LeakOut Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on December 20, 2017)10.19Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on February 1,2018)10.20Form of LeakOut Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.21Form of LockUp Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.22 +Employment Agreement between My Size Israel 2014 Ltd. and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 tothe Company’s Quarterly Report on Form 10Q filed on November 19, 2018)10.23 +Employment Agreement between My Size Israel 2014 Ltd. and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.24 +Employment Agreement between My Size Israel 2014 Ltd. and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.25 +Termination Agreement between My Size Israel 2014 Ltd. and Eli Walles dated July 23, 2019 (incorporated by reference to Exhibit 10.1 to theCompany’s Quarterly Report on Form 10Q filed on August 8, 2019)10.26At the Market Offering Agreement between My Size, Inc. and H.C. Wainwright & Co. LLC dated September 13, 2019 (incorporated by reference toExhibit 1.1 to the Company’s Current Report on Form 8K filed on September 13, 2019)10.27Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on January 15,2020)10.28Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on January 15, 2020)10.29Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on January 15,2020)21.1List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10K filed on March 21, 2018)23.1*Consent of Somekh Chaikin31.1*Certification of the Chief Executive Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200231.2*Certification of the Chief Financial Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200232.1*Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a14(b) of the Exchange Act and 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the SarbanesOxley Act of 2002101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Schema101.CAL*XBRL Taxonomy Calculation Linkbase101.DEF*XBRL Taxonomy Definition Linkbase101.LAB*XBRL Taxonomy Label Linkbase101.PRE*XBRL Taxonomy Presentation Linkbase*Filed herewith.+Indicates a management contract or any compensatory plan, contract or arrangement49SIGNATURESPursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10K to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of March, 2020.MY SIZE, INC./s/ Ronen LuzonRonen LuzonChief Executive Officer (Principle Executive Officer) /s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10K has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated.SignatureTitleDate/s/ Ronen LuzonChief Executive Officer and DirectorMarch 19, 2020Ronen Luzon(Principle Executive Officer)/s/ Or KlesChief Financial OfficerMarch 19, 2020Or Kles(Principal Financial and Accounting Officer)/s/ Oren ElmaliahDirectorMarch 19, 2020Oren Elmaliah/s/ Arik KaufmanDirectorMarch 19, 2020Arik Kaufman/s/ Oron BranitzkyDirectorMarch 19, 2020Oron Branitzky50EX4.4 2 f10k2019ex44_mysizeinc.htm DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12Exhibit 4.4DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934As of December 31, 2019, My Size, Inc. (the “Company”, “we” or “our”) had one class of securities, its common stock, registered under Section 12 of theSecurities Exchange Act of 1934, as amended.GeneralThe following description of our capital stock summarizes the material terms and provisions of our common stock. For the complete terms of our commonstock, please refer to our Certificate of Incorporation and our Bylaws that are incorporated by reference into our most recent annual report on Form 10K. The termsof our capital stock may also be affected by Delaware General Corporation Law (“DGCL”). The summary below is qualified in its entirety by reference to ourCertificate of Incorporation and our Bylaws.Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share.Common StockHolders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of ourcommon stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors (the “Board” or “Board of Directors”) out of legallyavailable funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of our company. Upon liquidation, dissolutionor windingup, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of orprovision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.AntiTakeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCLCertain provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect ofdiscouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might considerfavorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate ofIncorporation and Bylaws and Delaware law, as applicable, among other things:●provide the Board with the ability to alter the bylaws without stockholder approval;●place limitations on the removal of directors; and●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seekingto acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause ourmarket price of our common stock to decline.Advance Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,including proposed nominations of persons for election to our Board of Directors. Stockholders at any meeting will only be able to consider proposals ornominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board of Directors or by a stockholder who was astockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, inproper form, of the stockholder’s intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approveor disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may havethe effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer fromconducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.Interested Stockholder Transactions. We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business combinations”between a publiclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15%or more of a Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder.Limitations on Liability, Indemnification of Officers and Directors and InsuranceThe DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages forbreaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include such an exculpation provision. Our Certificate of Incorporation andBylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages foractions taken as a director or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the casemay be. Our Certificate of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subjectto our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation will expressly authorize us to carrydirectors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnificationprovisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty.These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, ifsuccessful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek nonmonetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under thefederal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement anddamage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding againstany of our directors, officers or employees for which indemnification is sought.Authorized but Unissued SharesOur authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for avariety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized butunissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger orotherwise.Stock Exchange ListingOur common stock is traded on the Nasdaq Capital Market under the symbol “MYSZ”.Transfer Agent and RegistrarThe Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone number ofVStock Transfer, LLC is (212) 8288436.EX23.1 3 f10k2019ex231_mysizeinc.htm CONSENT OF SOMEKH CHAIKINExhibit 23.1Somekh ChaikinKPMG Milennium Tower17 Ha’arba’a Street, PO Box 609Tel Aviv 6100601, Israel+972 3 684 8000Consent of Independent Registered Public Accounting FirmThe Board of DirectorsMy Size Inc.We consent to the incorporation by reference in the registration statements No. 333223042, No. 333222535, No. 333221199, No. 333216414 and No. 333213727 onForm S3 and registration statements No. 333222537 and No. 333227053 on form S8 and registration statement No. 333221741 on form S1 of My Size Inc. (the“Company”) of our report dated March 19, 2020 with respect to the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes, which report appears in the December 31, 2019 annual report on Form 10K of the Company.Our report dated March 19, 2020 contains an explanatory paragraph that states that the Company has incurred significant losses and negative cash flows fromoperations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements donot include any adjustments that might result from the outcome of that uncertainty.Our report refers to a change in the method of accounting for leases./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member firm of KPMG InternationalTel Aviv, IsraelMarch 19, 2020EX31.1 4 f10k2019ex311_mysizeinc.htm CERTIFICATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)EX31.2 5 f10k2019ex312_mysizeinc.htm CERTIFICATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Or Kles, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)EX32.1 6 f10k2019ex321_mysizeinc.htm CERTIFICATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the “Company”) on Form 10K for the year ended December 31, 2019 as filed with the Securities andExchange Commission on the date hereof (the “Report”), each of, Ronen Luzon and Or Kles, Chief Executive Officer and Chief Financial Officer of the Company,respectively, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Company’s Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)(3)Mr. Walles’ employment as our Chairman ceased as of June 1, 2019.All Other Compensation TableThe “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:NameYearAutomobileRelatedExpenses($)Manager’sInsurance*($)EducationFund*($)Other socialbenefits**($)Total($)Eli Walles20199,0007,0004,00053,00073,000201811,00021,00011,00013,00056,000Ronen Luzon201929,00030,00013,00051,000123,000201824,00026,00011,00012,00073,000Or Kles201915,00015,0008,0009,00047,00020186,00013,0007,00010,00036,000Billy Pardo201915,00020,00010,00022,00067,00020182,00026,00012,00010,00050,000*Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severancesavings (in accordance with Israeli law), defined contribution taxqualified pension savings and disability insurance premiums. An education fund is asavings fund of pretax contributions to be used after a specified period of time for educational or other permitted purposes.**Other social benefits for 2019 and 2018 for all named individuals includes tax payments in respect of social benefits, and additionally in 2018, for each ofRonen Luzon and Billy Pardo, includes a sum of $5,000 for travel related expenses. Other social benefits for Eli Walles in 2019 includes payment for thebalance of vacation days and for advance notice period.42Agreements with Named Executive OfficersRonen LuzonOn November 18, 2018, My Size Israel, our whollyowned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon EmploymentAgreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Pursuant to the terms of the Luzon Employment Agreement, Mr. Luzon shallreceive NIS 50,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Luzon shall be entitled socialbenefits and to other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage,including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreementand subject to certain conditions, payments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance paymentsdue to Mr. Luzon. The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provideswritten notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Luzon’s employment without priorwritten notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment Agreement).Or KlesOn November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which Mr. Kleswill serve as our Chief Financial Officer. Pursuant to the terms of the Kles Employment Agreement, Mr. Kles shall receive NIS 30,000 per month as his base salary andshall be eligible to receive such bonus as determined by us. In addition, Mr. Kles shall be entitled to social benefits and other benefits, including, but not limited to,contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days,sick leave and expense reimbursement. Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to thepension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Kles. The term of the Kles Employment Agreement shall beeffective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of thetermination of such agreement. We may also terminate Mr. Kles’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined inthe Kles Employment Agreement).43Billy PardoOn November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant to which Ms.Pardo will serve as our Chief Product Officer. Pursuant to the terms of the Pardo Employment Agreement, Ms. Pardo shall receive NIS 40,000 per month as her basesalary and shall be eligible to receive such bonus as determined by us. In addition, Ms. Pardo shall be entitled to social benefits and other benefits, including, butnot limited to, contributions towards an education fund, pension scheme, manager’s insurance ,insurance coverage, including insurance in case of disability, annualvacation days, sick leave and expense reimbursement. Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments madeby us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Ms. Pardo. The term of the Pardo EmploymentAgreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days inadvance of the termination of such agreement. We may also terminate Ms. Pardo’s employment without prior written notice (or payment in lieu of such notice) forCause (as defined in the Pardo Employment Agreement).Eli WallesOn November 18, 2018, My Size Israel entered into an employment agreement with Eliyahu Walles, or the Walles Employment Agreement, pursuant towhich Mr. Walles will serve as our Chairman of the board of directors. Pursuant to the terms of the Walles Employment Agreement, Mr. Walles shall receive NIS35,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Walles shall be entitled to social benefits andother benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, includinginsurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Walles Employment Agreement and subjectto certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Walles. Theterm of the Walles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to theother party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Walles’ employment without prior written notice (orpayment in lieu of such notice) for Cause (as defined in the Walles Employment Agreement).On June 2, 2019, Mr. Walles tendered his resignation as Chairman of the board of directors, effective immediately. In connection with Mr. Walles’sresignation, the Company and Mr. Walles agreed to amend his employment agreement and subsequently entered into a Termination Agreement dated as of July 23,2019. Under the terms of the Termination Agreement, Mr. Walles’s term of employment with us cease as of June 1, 2019, the advance notice period was amended tofour months such that Mr. Walles shall be entitled to receive four monthly salaries, and the termination date of all vested options granted to Mr. Walles wasextended until June 1, 2020.Outstanding Equity Awards at Fiscal YearEndThe following table provides information regarding options held by each of our named executive officers that were outstanding as of December 31, 2019.Option AwardsName and Principal PositionNumber ofSecuritiesUnderlyingUnexercisedOptionsExercisableNumber ofSecuritiesUnderlyingUnexercisedOptionsUnexercisableOptionExercisePriceOptionExpirationDateEli Walles – Former Chairman of the Board20,000(1)$18.157/24/2022Ronen Luzon Chief Executive Officer10,000(1)$18.157/24/202228,889(2)11,112$11.45/29/2024Or Kles – Chief Financial Officer5,667(3)$18.157/24/20224,000(4)10,000$11.45/29/2024Billy Pardo Chief Operating Officer10,000(1)$18.157/24/202216,667(5)5,667$11.45/29/2024(1)The option has a grant date of July 24, 2017 and vested in full on January 24, 2018. Mr. Walles’ term of employment with the Company ceased as of June 1,2019.(2)The option has a grant date of May 29, 2019. 6,667 options vested immediately upon grant, 11,111 options vested on January 24, 2019, 11,111 options will veston January 24, 2020 and 11,111 options will vest on January 24, 2021.(3)The option has a grant date of July 24, 2017. 1,889 options vested immediately upon grant, 1,889 options vested on May 1, 2018 and 1,889 options vested onMay 1, 2019.(4)The option has a grant date of May 29, 2019. 4,000 options vested immediately upon grant, 3,333 options will vest on May 1, 2020, 3,333 options will vest onMay 21, 2021 and 3,334 options will vest on May 1, 2022.(5)The option has a grant date of May 29, 2019. 5,334 options vested immediately upon grant, 5,666 options vested on January 24, 2019, 5,667 options will veston January 24, 2020 and 5,667 options will vest on January 24, 2021.44Director CompensationThe following table sets forth compensation information for our nonemployee directors for the year ended December 31, 2019.NameFees earned orpaid incash ($)(1)Optionawards($)(1)Total($)Oren Elmalih15,44811,37926,827Oron Barnitzky15,08311,37926,462Arik Kaufman14,71311,37926,092(1)Fees for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6 respectively.(2)Amounts in this column represent the grant date fair value of options granted to the nonemployee directors during 2019, computed in accordance with FASBASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the nonemployee directors. The assumptions madein valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.We compensate our nonemployee directors for their service as a member of our board. Mr. Walles, our former Chairman, and Mr. Luzon received noseparate compensation for board service. Mr. Walles’ and Mr. Luzon’s compensation is set forth above in the Summary Compensation Table.Each nonemployee director is entitled to receive a per meeting fee of $286. Nonemployee directors are also reimbursed for their travel and reasonable outofpocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is required by the board or the committee(s)on which that director serves.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSecurity Ownership of Certain Beneficial Holders and ManagementThe following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 1, 2020 by (i) each personknown to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directorsand executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to allshares beneficially owned, subject to community property laws, where applicable.Beneficial Owner(1)Shares ofCommon StockBeneficiallyOwnedPercentage(2)5% Holder:Shoshana Zigdon233,3349.0%Executive officers and directors:Ronen Luzon182,619(3)6.8%Or Kles9,667(4)*Billy Pardo182,619(5)6.8%Ilia (Eli) Turchinsky1,893(6)*Arik Kaufman2,344(7)*Oren Elmaliah2,344(8)*Oron Branitzky2,344(9)*All Executive Officers and Directors as a Group (8 persons)201,1817.5%*Less than 1%(1)The address of each person is c/o My Size, Inc., 4 Hayarden St., POB 1026, Airport City, Israel 7010000 unless otherwise indicated herein.45(2)The calculation in this column is based upon 2,600,701 shares of common stock outstanding on March 1, 2020. Beneficial ownership is determined inaccordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock thatare currently exercisable or exercisable within 60 days of March 1, 2020 are deemed to be beneficially owned by the person holding such securities for thepurpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentagebeneficial ownership of any other person.(3)Consists of (i) 117,064 shares of common stock, (ii) options to purchase up to 38,890 shares of our common stock, and (iii) options to purchase up to 26,665shares of our common stock which are held by Billy Pardo, Ronen Luzon’s spouse. Mr. Luzon may be deemed to beneficially hold the securities of us held byMs. Pardo.(4)Consists of an option to purchase 9,667 shares of our common stock.(5)Consists of (i) options to purchase up to 26,665 shares of the Company’s common stock, (ii) 117,064 shares of common stock which are held by Ronen Luzon,Billy Pardo’s spouse, and (iii) options to purchase up to 38,890 shares of our common stock which are held by Ronen Luzon, Billy Pardo’s spouse. Ms. Pardomay be deemed to beneficially hold the securities of the Company held by Mr. Luzon.(6)Consists of options to purchase up to 1,893 shares of our common stock.(7)Consists of options to purchase up to 2,334 shares of our common stock.(8)Consists of options to purchase up to 2,334 shares of our common stock.(9)Consists of options to purchase up to 2,334 shares of our common stock.Change in ControlWe are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including anypledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control.Securities Authorized for Issuance Under Equity Compensation PlansOn January 29, 2017, our board of directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan, which were approvedby our stockholders on March 21, 2017. In addition, on January 29, 2017, our board of directors approved the Stock Option Plan Israel Grantees SubPlan. The 2017Equity Incentive Plan initially authorized the issuance of up to 2,000,000 shares of common stock under the plan and the 2017 Consultant Equity Incentive Planinitially authorized the issuance of up to 3,000,000 shares of common stock under the plan. On February 12, 2018, our stockholders approved an amendment to the2017 Consultant Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance under the plan from 3,000,000 to4,500,000. On July 3, 2018, our stockholders approved an amendment to the 2017 Equity Incentive Plan to increase the maximum number of shares of our commonstock available for issuance under the plan from 2,000,000 to 3,000,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximumnumber of shares of our common stock available for issuance under the plan from 4,500,000 to 7,000,000.The following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31, 2019. Number of securities to be issued upon exerciseof outstandingoptions, warrants andrights(a)Weighted averageexercise price of outstandingoptions, warrants and rights (b)Number of securities remainingavailable for future issuanceunder equitycompensationplans (excludingsecurities reflected incolumn (a) (c)Equity compensation plans approved by security holders198,34314.44315,928Equity compensation plans not approved by security holders76,66751.7Total275,01026.1315,92846ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEDuring years ended December 31, 2019 and 2018, except for compensation arrangements described elsewhere herein, we did not participate in anytransaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of$120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors,officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect materialinterest.Compensation arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation.”Indemnification Agreements and Directors’ and Officers’ Liability InsuranceWe have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us toindemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise byreason of their service to us or at our direction, and to advance expenses incurred as a result of any proceedings against them as to which they could beindemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicablesecurities laws.Director IndependenceSee “Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion regarding theindependence of the members of our board of directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESThe following table sets forth the aggregate fees billed by Somekh Chaikin, a member firm of KPMG International as described below:Fee Category20192018Audit Fees111,00095,213AuditRelated FeesTax Fees10,5009,300All Other Fees10,000Total Fees121,500114,513Audit Fees: Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial statements, thereview of interim consolidated financial statements, and related services that are normally provided in connection with registration statements, including theregistration statement for S1 and S3.Tax Fees: Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent registeredpublic accounting firm.All Other Fees: All Other Fees for 2018 consist of professional services for a transfer pricing study.PreApproval Policies and ProceduresIn accordance with the SarbanesOxley Act of 2002, as amended, our audit committee charter requires the audit committee to preapprove all audit andpermitted nonaudit services provided by our independent registered public accounting firm, including the review and approval in advance of our independentregistered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authorityto preapprove nonaudit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the auditcommittee must report to the full audit committee at the next audit committee meeting all items preapproved by such delegated members. In the fiscal years endedDecember 31, 2019 and December 31, 2018 all of the services performed by our independent registered public accounting firm were preapproved by the auditcommittee. 47PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a)Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b)ExhibitsSee Exhibit IndexITEM 16. FORM 10K SUMMARYNot applicable EXHIBIT INDEXExhibitNumberDescription3.1Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Form onForm 8K filed on March 23, 2017)3.2Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10K filed onMarch 4, 2016)3.3Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current Report onForm 8K filed on February 20, 2018)3.4Second Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8Kfiled on April 24, 2018)4.1Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S3/A filed onNovember 14, 2016)4.2Form of Warrant to Purchase Common Stock issued on December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Company’s RegistrationStatement on Form S1/A filed on December 18, 2017)4.3Form of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Reporton Form 10K filed on March 27, 2019)4.4*Description of Securities Registered under Section 1210.1My Size, Inc. 2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14Afiled on March 2, 2017)10.2My Size, Inc. 2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement onSchedule DEF 14A filed on March 2, 2017)10.3My Size, Inc. 2017 Stock Option Plan Israel Grantees SubPlan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form10K filed on March 27, 2019)10.4Form of Securities Purchase Agreement (incorporated by reference as Exhibit 99.1 to the Company’s Registration Statement on Form S3 filed onSeptember 20, 2016)10.5Form of Warrant (incorporated by reference as Exhibit 99.3 to the Company’s Registration Statement on Form S3 filed on September 20, 2016)10.6Cooperation Agreement between My Size and In Situ S.A. dated as of November 7, 2014 (incorporated by reference to Exhibit 10.1 to the Company’sAnnual Report on Form 10K filed on March 4, 2016)10.7Purchase Agreement between My Size, Inc. and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to theCompany’s Annual Report on Form 10K filed on March 4, 2016)10.8Contract for Services Regarding the Preparation of Public Funding Applications between My Size, Inc. and PNO Polska Sp. z o.o. dated as ofFebruary 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10K filed on April 14, 2017)10.9Form of Securities Purchase Agreement dated February 13, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statementon Form S3 filed on March 3, 2017)10.10Warrant issued to Longside Ventures LLC dated February 22, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s RegistrationStatement on Form S3 filed on March 3, 2017)48ExhibitNumberDescription10.11Technology and License Agreement dated as of March 4, 2016 between My Size, Inc. and LSY International, Inc. (incorporated by reference toExhibit 10.1 to the Company’s Current Report on Form 8K filed on March 7, 2016).10.12Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on August 22, 2017)10.13Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8K filed on August 22, 2017)10.14Form of Securities Purchase Agreement dated October 26, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on October 27, 2017)10.15Form of Warrant issued October 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on October27, 2017)10.16Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S1/A filed onDecember 19, 2017)10.17Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8K filed on December 20,2017)10.18Form of LeakOut Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on December 20, 2017)10.19Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on February 1,2018)10.20Form of LeakOut Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.21Form of LockUp Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.22 +Employment Agreement between My Size Israel 2014 Ltd. and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 tothe Company’s Quarterly Report on Form 10Q filed on November 19, 2018)10.23 +Employment Agreement between My Size Israel 2014 Ltd. and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.24 +Employment Agreement between My Size Israel 2014 Ltd. and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.25 +Termination Agreement between My Size Israel 2014 Ltd. and Eli Walles dated July 23, 2019 (incorporated by reference to Exhibit 10.1 to theCompany’s Quarterly Report on Form 10Q filed on August 8, 2019)10.26At the Market Offering Agreement between My Size, Inc. and H.C. Wainwright & Co. LLC dated September 13, 2019 (incorporated by reference toExhibit 1.1 to the Company’s Current Report on Form 8K filed on September 13, 2019)10.27Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on January 15,2020)10.28Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on January 15, 2020)10.29Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on January 15,2020)21.1List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10K filed on March 21, 2018)23.1*Consent of Somekh Chaikin31.1*Certification of the Chief Executive Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200231.2*Certification of the Chief Financial Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200232.1*Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a14(b) of the Exchange Act and 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the SarbanesOxley Act of 2002101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Schema101.CAL*XBRL Taxonomy Calculation Linkbase101.DEF*XBRL Taxonomy Definition Linkbase101.LAB*XBRL Taxonomy Label Linkbase101.PRE*XBRL Taxonomy Presentation Linkbase*Filed herewith.+Indicates a management contract or any compensatory plan, contract or arrangement49SIGNATURESPursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10K to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of March, 2020.MY SIZE, INC./s/ Ronen LuzonRonen LuzonChief Executive Officer (Principle Executive Officer) /s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10K has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated.SignatureTitleDate/s/ Ronen LuzonChief Executive Officer and DirectorMarch 19, 2020Ronen Luzon(Principle Executive Officer)/s/ Or KlesChief Financial OfficerMarch 19, 2020Or Kles(Principal Financial and Accounting Officer)/s/ Oren ElmaliahDirectorMarch 19, 2020Oren Elmaliah/s/ Arik KaufmanDirectorMarch 19, 2020Arik Kaufman/s/ Oron BranitzkyDirectorMarch 19, 2020Oron Branitzky50EX4.4 2 f10k2019ex44_mysizeinc.htm DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12Exhibit 4.4DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934As of December 31, 2019, My Size, Inc. (the “Company”, “we” or “our”) had one class of securities, its common stock, registered under Section 12 of theSecurities Exchange Act of 1934, as amended.GeneralThe following description of our capital stock summarizes the material terms and provisions of our common stock. For the complete terms of our commonstock, please refer to our Certificate of Incorporation and our Bylaws that are incorporated by reference into our most recent annual report on Form 10K. The termsof our capital stock may also be affected by Delaware General Corporation Law (“DGCL”). The summary below is qualified in its entirety by reference to ourCertificate of Incorporation and our Bylaws.Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share.Common StockHolders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of ourcommon stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors (the “Board” or “Board of Directors”) out of legallyavailable funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of our company. Upon liquidation, dissolutionor windingup, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of orprovision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.AntiTakeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCLCertain provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect ofdiscouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might considerfavorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate ofIncorporation and Bylaws and Delaware law, as applicable, among other things:●provide the Board with the ability to alter the bylaws without stockholder approval;●place limitations on the removal of directors; and●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seekingto acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause ourmarket price of our common stock to decline.Advance Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,including proposed nominations of persons for election to our Board of Directors. Stockholders at any meeting will only be able to consider proposals ornominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board of Directors or by a stockholder who was astockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, inproper form, of the stockholder’s intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approveor disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may havethe effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer fromconducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.Interested Stockholder Transactions. We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business combinations”between a publiclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15%or more of a Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder.Limitations on Liability, Indemnification of Officers and Directors and InsuranceThe DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages forbreaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include such an exculpation provision. Our Certificate of Incorporation andBylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages foractions taken as a director or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the casemay be. Our Certificate of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subjectto our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation will expressly authorize us to carrydirectors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnificationprovisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty.These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, ifsuccessful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek nonmonetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under thefederal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement anddamage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding againstany of our directors, officers or employees for which indemnification is sought.Authorized but Unissued SharesOur authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for avariety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized butunissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger orotherwise.Stock Exchange ListingOur common stock is traded on the Nasdaq Capital Market under the symbol “MYSZ”.Transfer Agent and RegistrarThe Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone number ofVStock Transfer, LLC is (212) 8288436.EX23.1 3 f10k2019ex231_mysizeinc.htm CONSENT OF SOMEKH CHAIKINExhibit 23.1Somekh ChaikinKPMG Milennium Tower17 Ha’arba’a Street, PO Box 609Tel Aviv 6100601, Israel+972 3 684 8000Consent of Independent Registered Public Accounting FirmThe Board of DirectorsMy Size Inc.We consent to the incorporation by reference in the registration statements No. 333223042, No. 333222535, No. 333221199, No. 333216414 and No. 333213727 onForm S3 and registration statements No. 333222537 and No. 333227053 on form S8 and registration statement No. 333221741 on form S1 of My Size Inc. (the“Company”) of our report dated March 19, 2020 with respect to the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes, which report appears in the December 31, 2019 annual report on Form 10K of the Company.Our report dated March 19, 2020 contains an explanatory paragraph that states that the Company has incurred significant losses and negative cash flows fromoperations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements donot include any adjustments that might result from the outcome of that uncertainty.Our report refers to a change in the method of accounting for leases./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member firm of KPMG InternationalTel Aviv, IsraelMarch 19, 2020EX31.1 4 f10k2019ex311_mysizeinc.htm CERTIFICATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)EX31.2 5 f10k2019ex312_mysizeinc.htm CERTIFICATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Or Kles, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)EX32.1 6 f10k2019ex321_mysizeinc.htm CERTIFICATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the “Company”) on Form 10K for the year ended December 31, 2019 as filed with the Securities andExchange Commission on the date hereof (the “Report”), each of, Ronen Luzon and Or Kles, Chief Executive Officer and Chief Financial Officer of the Company,respectively, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Company’s Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)(3)Mr. Walles’ employment as our Chairman ceased as of June 1, 2019.All Other Compensation TableThe “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:NameYearAutomobileRelatedExpenses($)Manager’sInsurance*($)EducationFund*($)Other socialbenefits**($)Total($)Eli Walles20199,0007,0004,00053,00073,000201811,00021,00011,00013,00056,000Ronen Luzon201929,00030,00013,00051,000123,000201824,00026,00011,00012,00073,000Or Kles201915,00015,0008,0009,00047,00020186,00013,0007,00010,00036,000Billy Pardo201915,00020,00010,00022,00067,00020182,00026,00012,00010,00050,000*Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severancesavings (in accordance with Israeli law), defined contribution taxqualified pension savings and disability insurance premiums. An education fund is asavings fund of pretax contributions to be used after a specified period of time for educational or other permitted purposes.**Other social benefits for 2019 and 2018 for all named individuals includes tax payments in respect of social benefits, and additionally in 2018, for each ofRonen Luzon and Billy Pardo, includes a sum of $5,000 for travel related expenses. Other social benefits for Eli Walles in 2019 includes payment for thebalance of vacation days and for advance notice period.42Agreements with Named Executive OfficersRonen LuzonOn November 18, 2018, My Size Israel, our whollyowned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon EmploymentAgreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Pursuant to the terms of the Luzon Employment Agreement, Mr. Luzon shallreceive NIS 50,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Luzon shall be entitled socialbenefits and to other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage,including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreementand subject to certain conditions, payments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance paymentsdue to Mr. Luzon. The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provideswritten notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Luzon’s employment without priorwritten notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment Agreement).Or KlesOn November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which Mr. Kleswill serve as our Chief Financial Officer. Pursuant to the terms of the Kles Employment Agreement, Mr. Kles shall receive NIS 30,000 per month as his base salary andshall be eligible to receive such bonus as determined by us. In addition, Mr. Kles shall be entitled to social benefits and other benefits, including, but not limited to,contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days,sick leave and expense reimbursement. Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to thepension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Kles. The term of the Kles Employment Agreement shall beeffective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of thetermination of such agreement. We may also terminate Mr. Kles’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined inthe Kles Employment Agreement).43Billy PardoOn November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant to which Ms.Pardo will serve as our Chief Product Officer. Pursuant to the terms of the Pardo Employment Agreement, Ms. Pardo shall receive NIS 40,000 per month as her basesalary and shall be eligible to receive such bonus as determined by us. In addition, Ms. Pardo shall be entitled to social benefits and other benefits, including, butnot limited to, contributions towards an education fund, pension scheme, manager’s insurance ,insurance coverage, including insurance in case of disability, annualvacation days, sick leave and expense reimbursement. Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments madeby us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Ms. Pardo. The term of the Pardo EmploymentAgreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days inadvance of the termination of such agreement. We may also terminate Ms. Pardo’s employment without prior written notice (or payment in lieu of such notice) forCause (as defined in the Pardo Employment Agreement).Eli WallesOn November 18, 2018, My Size Israel entered into an employment agreement with Eliyahu Walles, or the Walles Employment Agreement, pursuant towhich Mr. Walles will serve as our Chairman of the board of directors. Pursuant to the terms of the Walles Employment Agreement, Mr. Walles shall receive NIS35,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Walles shall be entitled to social benefits andother benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, includinginsurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Walles Employment Agreement and subjectto certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Walles. Theterm of the Walles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to theother party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Walles’ employment without prior written notice (orpayment in lieu of such notice) for Cause (as defined in the Walles Employment Agreement).On June 2, 2019, Mr. Walles tendered his resignation as Chairman of the board of directors, effective immediately. In connection with Mr. Walles’sresignation, the Company and Mr. Walles agreed to amend his employment agreement and subsequently entered into a Termination Agreement dated as of July 23,2019. Under the terms of the Termination Agreement, Mr. Walles’s term of employment with us cease as of June 1, 2019, the advance notice period was amended tofour months such that Mr. Walles shall be entitled to receive four monthly salaries, and the termination date of all vested options granted to Mr. Walles wasextended until June 1, 2020.Outstanding Equity Awards at Fiscal YearEndThe following table provides information regarding options held by each of our named executive officers that were outstanding as of December 31, 2019.Option AwardsName and Principal PositionNumber ofSecuritiesUnderlyingUnexercisedOptionsExercisableNumber ofSecuritiesUnderlyingUnexercisedOptionsUnexercisableOptionExercisePriceOptionExpirationDateEli Walles – Former Chairman of the Board20,000(1)$18.157/24/2022Ronen Luzon Chief Executive Officer10,000(1)$18.157/24/202228,889(2)11,112$11.45/29/2024Or Kles – Chief Financial Officer5,667(3)$18.157/24/20224,000(4)10,000$11.45/29/2024Billy Pardo Chief Operating Officer10,000(1)$18.157/24/202216,667(5)5,667$11.45/29/2024(1)The option has a grant date of July 24, 2017 and vested in full on January 24, 2018. Mr. Walles’ term of employment with the Company ceased as of June 1,2019.(2)The option has a grant date of May 29, 2019. 6,667 options vested immediately upon grant, 11,111 options vested on January 24, 2019, 11,111 options will veston January 24, 2020 and 11,111 options will vest on January 24, 2021.(3)The option has a grant date of July 24, 2017. 1,889 options vested immediately upon grant, 1,889 options vested on May 1, 2018 and 1,889 options vested onMay 1, 2019.(4)The option has a grant date of May 29, 2019. 4,000 options vested immediately upon grant, 3,333 options will vest on May 1, 2020, 3,333 options will vest onMay 21, 2021 and 3,334 options will vest on May 1, 2022.(5)The option has a grant date of May 29, 2019. 5,334 options vested immediately upon grant, 5,666 options vested on January 24, 2019, 5,667 options will veston January 24, 2020 and 5,667 options will vest on January 24, 2021.44Director CompensationThe following table sets forth compensation information for our nonemployee directors for the year ended December 31, 2019.NameFees earned orpaid incash ($)(1)Optionawards($)(1)Total($)Oren Elmalih15,44811,37926,827Oron Barnitzky15,08311,37926,462Arik Kaufman14,71311,37926,092(1)Fees for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6 respectively.(2)Amounts in this column represent the grant date fair value of options granted to the nonemployee directors during 2019, computed in accordance with FASBASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the nonemployee directors. The assumptions madein valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.We compensate our nonemployee directors for their service as a member of our board. Mr. Walles, our former Chairman, and Mr. Luzon received noseparate compensation for board service. Mr. Walles’ and Mr. Luzon’s compensation is set forth above in the Summary Compensation Table.Each nonemployee director is entitled to receive a per meeting fee of $286. Nonemployee directors are also reimbursed for their travel and reasonable outofpocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is required by the board or the committee(s)on which that director serves.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSecurity Ownership of Certain Beneficial Holders and ManagementThe following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 1, 2020 by (i) each personknown to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directorsand executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to allshares beneficially owned, subject to community property laws, where applicable.Beneficial Owner(1)Shares ofCommon StockBeneficiallyOwnedPercentage(2)5% Holder:Shoshana Zigdon233,3349.0%Executive officers and directors:Ronen Luzon182,619(3)6.8%Or Kles9,667(4)*Billy Pardo182,619(5)6.8%Ilia (Eli) Turchinsky1,893(6)*Arik Kaufman2,344(7)*Oren Elmaliah2,344(8)*Oron Branitzky2,344(9)*All Executive Officers and Directors as a Group (8 persons)201,1817.5%*Less than 1%(1)The address of each person is c/o My Size, Inc., 4 Hayarden St., POB 1026, Airport City, Israel 7010000 unless otherwise indicated herein.45(2)The calculation in this column is based upon 2,600,701 shares of common stock outstanding on March 1, 2020. Beneficial ownership is determined inaccordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock thatare currently exercisable or exercisable within 60 days of March 1, 2020 are deemed to be beneficially owned by the person holding such securities for thepurpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentagebeneficial ownership of any other person.(3)Consists of (i) 117,064 shares of common stock, (ii) options to purchase up to 38,890 shares of our common stock, and (iii) options to purchase up to 26,665shares of our common stock which are held by Billy Pardo, Ronen Luzon’s spouse. Mr. Luzon may be deemed to beneficially hold the securities of us held byMs. Pardo.(4)Consists of an option to purchase 9,667 shares of our common stock.(5)Consists of (i) options to purchase up to 26,665 shares of the Company’s common stock, (ii) 117,064 shares of common stock which are held by Ronen Luzon,Billy Pardo’s spouse, and (iii) options to purchase up to 38,890 shares of our common stock which are held by Ronen Luzon, Billy Pardo’s spouse. Ms. Pardomay be deemed to beneficially hold the securities of the Company held by Mr. Luzon.(6)Consists of options to purchase up to 1,893 shares of our common stock.(7)Consists of options to purchase up to 2,334 shares of our common stock.(8)Consists of options to purchase up to 2,334 shares of our common stock.(9)Consists of options to purchase up to 2,334 shares of our common stock.Change in ControlWe are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including anypledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control.Securities Authorized for Issuance Under Equity Compensation PlansOn January 29, 2017, our board of directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan, which were approvedby our stockholders on March 21, 2017. In addition, on January 29, 2017, our board of directors approved the Stock Option Plan Israel Grantees SubPlan. The 2017Equity Incentive Plan initially authorized the issuance of up to 2,000,000 shares of common stock under the plan and the 2017 Consultant Equity Incentive Planinitially authorized the issuance of up to 3,000,000 shares of common stock under the plan. On February 12, 2018, our stockholders approved an amendment to the2017 Consultant Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance under the plan from 3,000,000 to4,500,000. On July 3, 2018, our stockholders approved an amendment to the 2017 Equity Incentive Plan to increase the maximum number of shares of our commonstock available for issuance under the plan from 2,000,000 to 3,000,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximumnumber of shares of our common stock available for issuance under the plan from 4,500,000 to 7,000,000.The following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31, 2019. Number of securities to be issued upon exerciseof outstandingoptions, warrants andrights(a)Weighted averageexercise price of outstandingoptions, warrants and rights (b)Number of securities remainingavailable for future issuanceunder equitycompensationplans (excludingsecurities reflected incolumn (a) (c)Equity compensation plans approved by security holders198,34314.44315,928Equity compensation plans not approved by security holders76,66751.7Total275,01026.1315,92846ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEDuring years ended December 31, 2019 and 2018, except for compensation arrangements described elsewhere herein, we did not participate in anytransaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of$120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors,officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect materialinterest.Compensation arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation.”Indemnification Agreements and Directors’ and Officers’ Liability InsuranceWe have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us toindemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise byreason of their service to us or at our direction, and to advance expenses incurred as a result of any proceedings against them as to which they could beindemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicablesecurities laws.Director IndependenceSee “Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion regarding theindependence of the members of our board of directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESThe following table sets forth the aggregate fees billed by Somekh Chaikin, a member firm of KPMG International as described below:Fee Category20192018Audit Fees111,00095,213AuditRelated FeesTax Fees10,5009,300All Other Fees10,000Total Fees121,500114,513Audit Fees: Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial statements, thereview of interim consolidated financial statements, and related services that are normally provided in connection with registration statements, including theregistration statement for S1 and S3.Tax Fees: Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent registeredpublic accounting firm.All Other Fees: All Other Fees for 2018 consist of professional services for a transfer pricing study.PreApproval Policies and ProceduresIn accordance with the SarbanesOxley Act of 2002, as amended, our audit committee charter requires the audit committee to preapprove all audit andpermitted nonaudit services provided by our independent registered public accounting firm, including the review and approval in advance of our independentregistered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authorityto preapprove nonaudit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the auditcommittee must report to the full audit committee at the next audit committee meeting all items preapproved by such delegated members. In the fiscal years endedDecember 31, 2019 and December 31, 2018 all of the services performed by our independent registered public accounting firm were preapproved by the auditcommittee. 47PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a)Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b)ExhibitsSee Exhibit IndexITEM 16. FORM 10K SUMMARYNot applicable EXHIBIT INDEXExhibitNumberDescription3.1Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Form onForm 8K filed on March 23, 2017)3.2Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10K filed onMarch 4, 2016)3.3Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current Report onForm 8K filed on February 20, 2018)3.4Second Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8Kfiled on April 24, 2018)4.1Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S3/A filed onNovember 14, 2016)4.2Form of Warrant to Purchase Common Stock issued on December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Company’s RegistrationStatement on Form S1/A filed on December 18, 2017)4.3Form of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Reporton Form 10K filed on March 27, 2019)4.4*Description of Securities Registered under Section 1210.1My Size, Inc. 2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14Afiled on March 2, 2017)10.2My Size, Inc. 2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement onSchedule DEF 14A filed on March 2, 2017)10.3My Size, Inc. 2017 Stock Option Plan Israel Grantees SubPlan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form10K filed on March 27, 2019)10.4Form of Securities Purchase Agreement (incorporated by reference as Exhibit 99.1 to the Company’s Registration Statement on Form S3 filed onSeptember 20, 2016)10.5Form of Warrant (incorporated by reference as Exhibit 99.3 to the Company’s Registration Statement on Form S3 filed on September 20, 2016)10.6Cooperation Agreement between My Size and In Situ S.A. dated as of November 7, 2014 (incorporated by reference to Exhibit 10.1 to the Company’sAnnual Report on Form 10K filed on March 4, 2016)10.7Purchase Agreement between My Size, Inc. and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to theCompany’s Annual Report on Form 10K filed on March 4, 2016)10.8Contract for Services Regarding the Preparation of Public Funding Applications between My Size, Inc. and PNO Polska Sp. z o.o. dated as ofFebruary 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10K filed on April 14, 2017)10.9Form of Securities Purchase Agreement dated February 13, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statementon Form S3 filed on March 3, 2017)10.10Warrant issued to Longside Ventures LLC dated February 22, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s RegistrationStatement on Form S3 filed on March 3, 2017)48ExhibitNumberDescription10.11Technology and License Agreement dated as of March 4, 2016 between My Size, Inc. and LSY International, Inc. (incorporated by reference toExhibit 10.1 to the Company’s Current Report on Form 8K filed on March 7, 2016).10.12Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on August 22, 2017)10.13Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8K filed on August 22, 2017)10.14Form of Securities Purchase Agreement dated October 26, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on October 27, 2017)10.15Form of Warrant issued October 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on October27, 2017)10.16Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S1/A filed onDecember 19, 2017)10.17Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8K filed on December 20,2017)10.18Form of LeakOut Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on December 20, 2017)10.19Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on February 1,2018)10.20Form of LeakOut Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.21Form of LockUp Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.22 +Employment Agreement between My Size Israel 2014 Ltd. and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 tothe Company’s Quarterly Report on Form 10Q filed on November 19, 2018)10.23 +Employment Agreement between My Size Israel 2014 Ltd. and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.24 +Employment Agreement between My Size Israel 2014 Ltd. and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.25 +Termination Agreement between My Size Israel 2014 Ltd. and Eli Walles dated July 23, 2019 (incorporated by reference to Exhibit 10.1 to theCompany’s Quarterly Report on Form 10Q filed on August 8, 2019)10.26At the Market Offering Agreement between My Size, Inc. and H.C. Wainwright & Co. LLC dated September 13, 2019 (incorporated by reference toExhibit 1.1 to the Company’s Current Report on Form 8K filed on September 13, 2019)10.27Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on January 15,2020)10.28Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on January 15, 2020)10.29Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on January 15,2020)21.1List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10K filed on March 21, 2018)23.1*Consent of Somekh Chaikin31.1*Certification of the Chief Executive Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200231.2*Certification of the Chief Financial Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200232.1*Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a14(b) of the Exchange Act and 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the SarbanesOxley Act of 2002101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Schema101.CAL*XBRL Taxonomy Calculation Linkbase101.DEF*XBRL Taxonomy Definition Linkbase101.LAB*XBRL Taxonomy Label Linkbase101.PRE*XBRL Taxonomy Presentation Linkbase*Filed herewith.+Indicates a management contract or any compensatory plan, contract or arrangement49SIGNATURESPursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10K to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of March, 2020.MY SIZE, INC./s/ Ronen LuzonRonen LuzonChief Executive Officer (Principle Executive Officer) /s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10K has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated.SignatureTitleDate/s/ Ronen LuzonChief Executive Officer and DirectorMarch 19, 2020Ronen Luzon(Principle Executive Officer)/s/ Or KlesChief Financial OfficerMarch 19, 2020Or Kles(Principal Financial and Accounting Officer)/s/ Oren ElmaliahDirectorMarch 19, 2020Oren Elmaliah/s/ Arik KaufmanDirectorMarch 19, 2020Arik Kaufman/s/ Oron BranitzkyDirectorMarch 19, 2020Oron Branitzky50EX4.4 2 f10k2019ex44_mysizeinc.htm DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12Exhibit 4.4DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934As of December 31, 2019, My Size, Inc. (the “Company”, “we” or “our”) had one class of securities, its common stock, registered under Section 12 of theSecurities Exchange Act of 1934, as amended.GeneralThe following description of our capital stock summarizes the material terms and provisions of our common stock. For the complete terms of our commonstock, please refer to our Certificate of Incorporation and our Bylaws that are incorporated by reference into our most recent annual report on Form 10K. The termsof our capital stock may also be affected by Delaware General Corporation Law (“DGCL”). The summary below is qualified in its entirety by reference to ourCertificate of Incorporation and our Bylaws.Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share.Common StockHolders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of ourcommon stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors (the “Board” or “Board of Directors”) out of legallyavailable funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of our company. Upon liquidation, dissolutionor windingup, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of orprovision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.AntiTakeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCLCertain provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect ofdiscouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might considerfavorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate ofIncorporation and Bylaws and Delaware law, as applicable, among other things:●provide the Board with the ability to alter the bylaws without stockholder approval;●place limitations on the removal of directors; and●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seekingto acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause ourmarket price of our common stock to decline.Advance Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,including proposed nominations of persons for election to our Board of Directors. Stockholders at any meeting will only be able to consider proposals ornominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board of Directors or by a stockholder who was astockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, inproper form, of the stockholder’s intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approveor disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may havethe effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer fromconducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.Interested Stockholder Transactions. We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business combinations”between a publiclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15%or more of a Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder.Limitations on Liability, Indemnification of Officers and Directors and InsuranceThe DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages forbreaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include such an exculpation provision. Our Certificate of Incorporation andBylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages foractions taken as a director or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the casemay be. Our Certificate of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subjectto our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation will expressly authorize us to carrydirectors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnificationprovisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty.These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, ifsuccessful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek nonmonetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under thefederal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement anddamage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding againstany of our directors, officers or employees for which indemnification is sought.Authorized but Unissued SharesOur authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for avariety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized butunissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger orotherwise.Stock Exchange ListingOur common stock is traded on the Nasdaq Capital Market under the symbol “MYSZ”.Transfer Agent and RegistrarThe Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone number ofVStock Transfer, LLC is (212) 8288436.EX23.1 3 f10k2019ex231_mysizeinc.htm CONSENT OF SOMEKH CHAIKINExhibit 23.1Somekh ChaikinKPMG Milennium Tower17 Ha’arba’a Street, PO Box 609Tel Aviv 6100601, Israel+972 3 684 8000Consent of Independent Registered Public Accounting FirmThe Board of DirectorsMy Size Inc.We consent to the incorporation by reference in the registration statements No. 333223042, No. 333222535, No. 333221199, No. 333216414 and No. 333213727 onForm S3 and registration statements No. 333222537 and No. 333227053 on form S8 and registration statement No. 333221741 on form S1 of My Size Inc. (the“Company”) of our report dated March 19, 2020 with respect to the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes, which report appears in the December 31, 2019 annual report on Form 10K of the Company.Our report dated March 19, 2020 contains an explanatory paragraph that states that the Company has incurred significant losses and negative cash flows fromoperations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements donot include any adjustments that might result from the outcome of that uncertainty.Our report refers to a change in the method of accounting for leases./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member firm of KPMG InternationalTel Aviv, IsraelMarch 19, 2020EX31.1 4 f10k2019ex311_mysizeinc.htm CERTIFICATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)EX31.2 5 f10k2019ex312_mysizeinc.htm CERTIFICATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Or Kles, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)EX32.1 6 f10k2019ex321_mysizeinc.htm CERTIFICATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the “Company”) on Form 10K for the year ended December 31, 2019 as filed with the Securities andExchange Commission on the date hereof (the “Report”), each of, Ronen Luzon and Or Kles, Chief Executive Officer and Chief Financial Officer of the Company,respectively, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Company’s Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)(3)Mr. Walles’ employment as our Chairman ceased as of June 1, 2019.All Other Compensation TableThe “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:NameYearAutomobileRelatedExpenses($)Manager’sInsurance*($)EducationFund*($)Other socialbenefits**($)Total($)Eli Walles20199,0007,0004,00053,00073,000201811,00021,00011,00013,00056,000Ronen Luzon201929,00030,00013,00051,000123,000201824,00026,00011,00012,00073,000Or Kles201915,00015,0008,0009,00047,00020186,00013,0007,00010,00036,000Billy Pardo201915,00020,00010,00022,00067,00020182,00026,00012,00010,00050,000*Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severancesavings (in accordance with Israeli law), defined contribution taxqualified pension savings and disability insurance premiums. An education fund is asavings fund of pretax contributions to be used after a specified period of time for educational or other permitted purposes.**Other social benefits for 2019 and 2018 for all named individuals includes tax payments in respect of social benefits, and additionally in 2018, for each ofRonen Luzon and Billy Pardo, includes a sum of $5,000 for travel related expenses. Other social benefits for Eli Walles in 2019 includes payment for thebalance of vacation days and for advance notice period.42Agreements with Named Executive OfficersRonen LuzonOn November 18, 2018, My Size Israel, our whollyowned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon EmploymentAgreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Pursuant to the terms of the Luzon Employment Agreement, Mr. Luzon shallreceive NIS 50,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Luzon shall be entitled socialbenefits and to other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage,including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreementand subject to certain conditions, payments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance paymentsdue to Mr. Luzon. The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provideswritten notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Luzon’s employment without priorwritten notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment Agreement).Or KlesOn November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which Mr. Kleswill serve as our Chief Financial Officer. Pursuant to the terms of the Kles Employment Agreement, Mr. Kles shall receive NIS 30,000 per month as his base salary andshall be eligible to receive such bonus as determined by us. In addition, Mr. Kles shall be entitled to social benefits and other benefits, including, but not limited to,contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days,sick leave and expense reimbursement. Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to thepension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Kles. The term of the Kles Employment Agreement shall beeffective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of thetermination of such agreement. We may also terminate Mr. Kles’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined inthe Kles Employment Agreement).43Billy PardoOn November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant to which Ms.Pardo will serve as our Chief Product Officer. Pursuant to the terms of the Pardo Employment Agreement, Ms. Pardo shall receive NIS 40,000 per month as her basesalary and shall be eligible to receive such bonus as determined by us. In addition, Ms. Pardo shall be entitled to social benefits and other benefits, including, butnot limited to, contributions towards an education fund, pension scheme, manager’s insurance ,insurance coverage, including insurance in case of disability, annualvacation days, sick leave and expense reimbursement. Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments madeby us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Ms. Pardo. The term of the Pardo EmploymentAgreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days inadvance of the termination of such agreement. We may also terminate Ms. Pardo’s employment without prior written notice (or payment in lieu of such notice) forCause (as defined in the Pardo Employment Agreement).Eli WallesOn November 18, 2018, My Size Israel entered into an employment agreement with Eliyahu Walles, or the Walles Employment Agreement, pursuant towhich Mr. Walles will serve as our Chairman of the board of directors. Pursuant to the terms of the Walles Employment Agreement, Mr. Walles shall receive NIS35,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Walles shall be entitled to social benefits andother benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, includinginsurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Walles Employment Agreement and subjectto certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Walles. Theterm of the Walles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to theother party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Walles’ employment without prior written notice (orpayment in lieu of such notice) for Cause (as defined in the Walles Employment Agreement).On June 2, 2019, Mr. Walles tendered his resignation as Chairman of the board of directors, effective immediately. In connection with Mr. Walles’sresignation, the Company and Mr. Walles agreed to amend his employment agreement and subsequently entered into a Termination Agreement dated as of July 23,2019. Under the terms of the Termination Agreement, Mr. Walles’s term of employment with us cease as of June 1, 2019, the advance notice period was amended tofour months such that Mr. Walles shall be entitled to receive four monthly salaries, and the termination date of all vested options granted to Mr. Walles wasextended until June 1, 2020.Outstanding Equity Awards at Fiscal YearEndThe following table provides information regarding options held by each of our named executive officers that were outstanding as of December 31, 2019.Option AwardsName and Principal PositionNumber ofSecuritiesUnderlyingUnexercisedOptionsExercisableNumber ofSecuritiesUnderlyingUnexercisedOptionsUnexercisableOptionExercisePriceOptionExpirationDateEli Walles – Former Chairman of the Board20,000(1)$18.157/24/2022Ronen Luzon Chief Executive Officer10,000(1)$18.157/24/202228,889(2)11,112$11.45/29/2024Or Kles – Chief Financial Officer5,667(3)$18.157/24/20224,000(4)10,000$11.45/29/2024Billy Pardo Chief Operating Officer10,000(1)$18.157/24/202216,667(5)5,667$11.45/29/2024(1)The option has a grant date of July 24, 2017 and vested in full on January 24, 2018. Mr. Walles’ term of employment with the Company ceased as of June 1,2019.(2)The option has a grant date of May 29, 2019. 6,667 options vested immediately upon grant, 11,111 options vested on January 24, 2019, 11,111 options will veston January 24, 2020 and 11,111 options will vest on January 24, 2021.(3)The option has a grant date of July 24, 2017. 1,889 options vested immediately upon grant, 1,889 options vested on May 1, 2018 and 1,889 options vested onMay 1, 2019.(4)The option has a grant date of May 29, 2019. 4,000 options vested immediately upon grant, 3,333 options will vest on May 1, 2020, 3,333 options will vest onMay 21, 2021 and 3,334 options will vest on May 1, 2022.(5)The option has a grant date of May 29, 2019. 5,334 options vested immediately upon grant, 5,666 options vested on January 24, 2019, 5,667 options will veston January 24, 2020 and 5,667 options will vest on January 24, 2021.44Director CompensationThe following table sets forth compensation information for our nonemployee directors for the year ended December 31, 2019.NameFees earned orpaid incash ($)(1)Optionawards($)(1)Total($)Oren Elmalih15,44811,37926,827Oron Barnitzky15,08311,37926,462Arik Kaufman14,71311,37926,092(1)Fees for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6 respectively.(2)Amounts in this column represent the grant date fair value of options granted to the nonemployee directors during 2019, computed in accordance with FASBASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the nonemployee directors. The assumptions madein valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.We compensate our nonemployee directors for their service as a member of our board. Mr. Walles, our former Chairman, and Mr. Luzon received noseparate compensation for board service. Mr. Walles’ and Mr. Luzon’s compensation is set forth above in the Summary Compensation Table.Each nonemployee director is entitled to receive a per meeting fee of $286. Nonemployee directors are also reimbursed for their travel and reasonable outofpocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is required by the board or the committee(s)on which that director serves.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSecurity Ownership of Certain Beneficial Holders and ManagementThe following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 1, 2020 by (i) each personknown to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directorsand executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to allshares beneficially owned, subject to community property laws, where applicable.Beneficial Owner(1)Shares ofCommon StockBeneficiallyOwnedPercentage(2)5% Holder:Shoshana Zigdon233,3349.0%Executive officers and directors:Ronen Luzon182,619(3)6.8%Or Kles9,667(4)*Billy Pardo182,619(5)6.8%Ilia (Eli) Turchinsky1,893(6)*Arik Kaufman2,344(7)*Oren Elmaliah2,344(8)*Oron Branitzky2,344(9)*All Executive Officers and Directors as a Group (8 persons)201,1817.5%*Less than 1%(1)The address of each person is c/o My Size, Inc., 4 Hayarden St., POB 1026, Airport City, Israel 7010000 unless otherwise indicated herein.45(2)The calculation in this column is based upon 2,600,701 shares of common stock outstanding on March 1, 2020. Beneficial ownership is determined inaccordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock thatare currently exercisable or exercisable within 60 days of March 1, 2020 are deemed to be beneficially owned by the person holding such securities for thepurpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentagebeneficial ownership of any other person.(3)Consists of (i) 117,064 shares of common stock, (ii) options to purchase up to 38,890 shares of our common stock, and (iii) options to purchase up to 26,665shares of our common stock which are held by Billy Pardo, Ronen Luzon’s spouse. Mr. Luzon may be deemed to beneficially hold the securities of us held byMs. Pardo.(4)Consists of an option to purchase 9,667 shares of our common stock.(5)Consists of (i) options to purchase up to 26,665 shares of the Company’s common stock, (ii) 117,064 shares of common stock which are held by Ronen Luzon,Billy Pardo’s spouse, and (iii) options to purchase up to 38,890 shares of our common stock which are held by Ronen Luzon, Billy Pardo’s spouse. Ms. Pardomay be deemed to beneficially hold the securities of the Company held by Mr. Luzon.(6)Consists of options to purchase up to 1,893 shares of our common stock.(7)Consists of options to purchase up to 2,334 shares of our common stock.(8)Consists of options to purchase up to 2,334 shares of our common stock.(9)Consists of options to purchase up to 2,334 shares of our common stock.Change in ControlWe are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including anypledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control.Securities Authorized for Issuance Under Equity Compensation PlansOn January 29, 2017, our board of directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan, which were approvedby our stockholders on March 21, 2017. In addition, on January 29, 2017, our board of directors approved the Stock Option Plan Israel Grantees SubPlan. The 2017Equity Incentive Plan initially authorized the issuance of up to 2,000,000 shares of common stock under the plan and the 2017 Consultant Equity Incentive Planinitially authorized the issuance of up to 3,000,000 shares of common stock under the plan. On February 12, 2018, our stockholders approved an amendment to the2017 Consultant Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance under the plan from 3,000,000 to4,500,000. On July 3, 2018, our stockholders approved an amendment to the 2017 Equity Incentive Plan to increase the maximum number of shares of our commonstock available for issuance under the plan from 2,000,000 to 3,000,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximumnumber of shares of our common stock available for issuance under the plan from 4,500,000 to 7,000,000.The following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31, 2019. Number of securities to be issued upon exerciseof outstandingoptions, warrants andrights(a)Weighted averageexercise price of outstandingoptions, warrants and rights (b)Number of securities remainingavailable for future issuanceunder equitycompensationplans (excludingsecurities reflected incolumn (a) (c)Equity compensation plans approved by security holders198,34314.44315,928Equity compensation plans not approved by security holders76,66751.7Total275,01026.1315,92846ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEDuring years ended December 31, 2019 and 2018, except for compensation arrangements described elsewhere herein, we did not participate in anytransaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of$120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors,officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect materialinterest.Compensation arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation.”Indemnification Agreements and Directors’ and Officers’ Liability InsuranceWe have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us toindemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise byreason of their service to us or at our direction, and to advance expenses incurred as a result of any proceedings against them as to which they could beindemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicablesecurities laws.Director IndependenceSee “Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion regarding theindependence of the members of our board of directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESThe following table sets forth the aggregate fees billed by Somekh Chaikin, a member firm of KPMG International as described below:Fee Category20192018Audit Fees111,00095,213AuditRelated FeesTax Fees10,5009,300All Other Fees10,000Total Fees121,500114,513Audit Fees: Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial statements, thereview of interim consolidated financial statements, and related services that are normally provided in connection with registration statements, including theregistration statement for S1 and S3.Tax Fees: Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent registeredpublic accounting firm.All Other Fees: All Other Fees for 2018 consist of professional services for a transfer pricing study.PreApproval Policies and ProceduresIn accordance with the SarbanesOxley Act of 2002, as amended, our audit committee charter requires the audit committee to preapprove all audit andpermitted nonaudit services provided by our independent registered public accounting firm, including the review and approval in advance of our independentregistered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authorityto preapprove nonaudit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the auditcommittee must report to the full audit committee at the next audit committee meeting all items preapproved by such delegated members. In the fiscal years endedDecember 31, 2019 and December 31, 2018 all of the services performed by our independent registered public accounting firm were preapproved by the auditcommittee. 47PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a)Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b)ExhibitsSee Exhibit IndexITEM 16. FORM 10K SUMMARYNot applicable EXHIBIT INDEXExhibitNumberDescription3.1Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Form onForm 8K filed on March 23, 2017)3.2Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10K filed onMarch 4, 2016)3.3Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current Report onForm 8K filed on February 20, 2018)3.4Second Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8Kfiled on April 24, 2018)4.1Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S3/A filed onNovember 14, 2016)4.2Form of Warrant to Purchase Common Stock issued on December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Company’s RegistrationStatement on Form S1/A filed on December 18, 2017)4.3Form of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Reporton Form 10K filed on March 27, 2019)4.4*Description of Securities Registered under Section 1210.1My Size, Inc. 2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14Afiled on March 2, 2017)10.2My Size, Inc. 2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement onSchedule DEF 14A filed on March 2, 2017)10.3My Size, Inc. 2017 Stock Option Plan Israel Grantees SubPlan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form10K filed on March 27, 2019)10.4Form of Securities Purchase Agreement (incorporated by reference as Exhibit 99.1 to the Company’s Registration Statement on Form S3 filed onSeptember 20, 2016)10.5Form of Warrant (incorporated by reference as Exhibit 99.3 to the Company’s Registration Statement on Form S3 filed on September 20, 2016)10.6Cooperation Agreement between My Size and In Situ S.A. dated as of November 7, 2014 (incorporated by reference to Exhibit 10.1 to the Company’sAnnual Report on Form 10K filed on March 4, 2016)10.7Purchase Agreement between My Size, Inc. and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to theCompany’s Annual Report on Form 10K filed on March 4, 2016)10.8Contract for Services Regarding the Preparation of Public Funding Applications between My Size, Inc. and PNO Polska Sp. z o.o. dated as ofFebruary 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10K filed on April 14, 2017)10.9Form of Securities Purchase Agreement dated February 13, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statementon Form S3 filed on March 3, 2017)10.10Warrant issued to Longside Ventures LLC dated February 22, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s RegistrationStatement on Form S3 filed on March 3, 2017)48ExhibitNumberDescription10.11Technology and License Agreement dated as of March 4, 2016 between My Size, Inc. and LSY International, Inc. (incorporated by reference toExhibit 10.1 to the Company’s Current Report on Form 8K filed on March 7, 2016).10.12Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on August 22, 2017)10.13Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8K filed on August 22, 2017)10.14Form of Securities Purchase Agreement dated October 26, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on October 27, 2017)10.15Form of Warrant issued October 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on October27, 2017)10.16Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S1/A filed onDecember 19, 2017)10.17Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8K filed on December 20,2017)10.18Form of LeakOut Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on December 20, 2017)10.19Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on February 1,2018)10.20Form of LeakOut Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.21Form of LockUp Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.22 +Employment Agreement between My Size Israel 2014 Ltd. and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 tothe Company’s Quarterly Report on Form 10Q filed on November 19, 2018)10.23 +Employment Agreement between My Size Israel 2014 Ltd. and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.24 +Employment Agreement between My Size Israel 2014 Ltd. and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.25 +Termination Agreement between My Size Israel 2014 Ltd. and Eli Walles dated July 23, 2019 (incorporated by reference to Exhibit 10.1 to theCompany’s Quarterly Report on Form 10Q filed on August 8, 2019)10.26At the Market Offering Agreement between My Size, Inc. and H.C. Wainwright & Co. LLC dated September 13, 2019 (incorporated by reference toExhibit 1.1 to the Company’s Current Report on Form 8K filed on September 13, 2019)10.27Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on January 15,2020)10.28Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on January 15, 2020)10.29Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on January 15,2020)21.1List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10K filed on March 21, 2018)23.1*Consent of Somekh Chaikin31.1*Certification of the Chief Executive Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200231.2*Certification of the Chief Financial Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200232.1*Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a14(b) of the Exchange Act and 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the SarbanesOxley Act of 2002101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Schema101.CAL*XBRL Taxonomy Calculation Linkbase101.DEF*XBRL Taxonomy Definition Linkbase101.LAB*XBRL Taxonomy Label Linkbase101.PRE*XBRL Taxonomy Presentation Linkbase*Filed herewith.+Indicates a management contract or any compensatory plan, contract or arrangement49SIGNATURESPursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10K to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of March, 2020.MY SIZE, INC./s/ Ronen LuzonRonen LuzonChief Executive Officer (Principle Executive Officer) /s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10K has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated.SignatureTitleDate/s/ Ronen LuzonChief Executive Officer and DirectorMarch 19, 2020Ronen Luzon(Principle Executive Officer)/s/ Or KlesChief Financial OfficerMarch 19, 2020Or Kles(Principal Financial and Accounting Officer)/s/ Oren ElmaliahDirectorMarch 19, 2020Oren Elmaliah/s/ Arik KaufmanDirectorMarch 19, 2020Arik Kaufman/s/ Oron BranitzkyDirectorMarch 19, 2020Oron Branitzky50EX4.4 2 f10k2019ex44_mysizeinc.htm DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12Exhibit 4.4DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934As of December 31, 2019, My Size, Inc. (the “Company”, “we” or “our”) had one class of securities, its common stock, registered under Section 12 of theSecurities Exchange Act of 1934, as amended.GeneralThe following description of our capital stock summarizes the material terms and provisions of our common stock. For the complete terms of our commonstock, please refer to our Certificate of Incorporation and our Bylaws that are incorporated by reference into our most recent annual report on Form 10K. The termsof our capital stock may also be affected by Delaware General Corporation Law (“DGCL”). The summary below is qualified in its entirety by reference to ourCertificate of Incorporation and our Bylaws.Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share.Common StockHolders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of ourcommon stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors (the “Board” or “Board of Directors”) out of legallyavailable funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of our company. Upon liquidation, dissolutionor windingup, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of orprovision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.AntiTakeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCLCertain provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect ofdiscouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might considerfavorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate ofIncorporation and Bylaws and Delaware law, as applicable, among other things:●provide the Board with the ability to alter the bylaws without stockholder approval;●place limitations on the removal of directors; and●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seekingto acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause ourmarket price of our common stock to decline.Advance Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,including proposed nominations of persons for election to our Board of Directors. Stockholders at any meeting will only be able to consider proposals ornominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board of Directors or by a stockholder who was astockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, inproper form, of the stockholder’s intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approveor disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may havethe effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer fromconducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.Interested Stockholder Transactions. We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business combinations”between a publiclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15%or more of a Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder.Limitations on Liability, Indemnification of Officers and Directors and InsuranceThe DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages forbreaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include such an exculpation provision. Our Certificate of Incorporation andBylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages foractions taken as a director or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the casemay be. Our Certificate of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subjectto our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation will expressly authorize us to carrydirectors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnificationprovisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty.These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, ifsuccessful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek nonmonetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under thefederal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement anddamage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding againstany of our directors, officers or employees for which indemnification is sought.Authorized but Unissued SharesOur authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for avariety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized butunissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger orotherwise.Stock Exchange ListingOur common stock is traded on the Nasdaq Capital Market under the symbol “MYSZ”.Transfer Agent and RegistrarThe Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone number ofVStock Transfer, LLC is (212) 8288436.EX23.1 3 f10k2019ex231_mysizeinc.htm CONSENT OF SOMEKH CHAIKINExhibit 23.1Somekh ChaikinKPMG Milennium Tower17 Ha’arba’a Street, PO Box 609Tel Aviv 6100601, Israel+972 3 684 8000Consent of Independent Registered Public Accounting FirmThe Board of DirectorsMy Size Inc.We consent to the incorporation by reference in the registration statements No. 333223042, No. 333222535, No. 333221199, No. 333216414 and No. 333213727 onForm S3 and registration statements No. 333222537 and No. 333227053 on form S8 and registration statement No. 333221741 on form S1 of My Size Inc. (the“Company”) of our report dated March 19, 2020 with respect to the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes, which report appears in the December 31, 2019 annual report on Form 10K of the Company.Our report dated March 19, 2020 contains an explanatory paragraph that states that the Company has incurred significant losses and negative cash flows fromoperations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements donot include any adjustments that might result from the outcome of that uncertainty.Our report refers to a change in the method of accounting for leases./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member firm of KPMG InternationalTel Aviv, IsraelMarch 19, 2020EX31.1 4 f10k2019ex311_mysizeinc.htm CERTIFICATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)EX31.2 5 f10k2019ex312_mysizeinc.htm CERTIFICATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Or Kles, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)EX32.1 6 f10k2019ex321_mysizeinc.htm CERTIFICATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the “Company”) on Form 10K for the year ended December 31, 2019 as filed with the Securities andExchange Commission on the date hereof (the “Report”), each of, Ronen Luzon and Or Kles, Chief Executive Officer and Chief Financial Officer of the Company,respectively, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Company’s Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)(3)Mr. Walles’ employment as our Chairman ceased as of June 1, 2019.All Other Compensation TableThe “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:NameYearAutomobileRelatedExpenses($)Manager’sInsurance*($)EducationFund*($)Other socialbenefits**($)Total($)Eli Walles20199,0007,0004,00053,00073,000201811,00021,00011,00013,00056,000Ronen Luzon201929,00030,00013,00051,000123,000201824,00026,00011,00012,00073,000Or Kles201915,00015,0008,0009,00047,00020186,00013,0007,00010,00036,000Billy Pardo201915,00020,00010,00022,00067,00020182,00026,00012,00010,00050,000*Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severancesavings (in accordance with Israeli law), defined contribution taxqualified pension savings and disability insurance premiums. An education fund is asavings fund of pretax contributions to be used after a specified period of time for educational or other permitted purposes.**Other social benefits for 2019 and 2018 for all named individuals includes tax payments in respect of social benefits, and additionally in 2018, for each ofRonen Luzon and Billy Pardo, includes a sum of $5,000 for travel related expenses. Other social benefits for Eli Walles in 2019 includes payment for thebalance of vacation days and for advance notice period.42Agreements with Named Executive OfficersRonen LuzonOn November 18, 2018, My Size Israel, our whollyowned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon EmploymentAgreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Pursuant to the terms of the Luzon Employment Agreement, Mr. Luzon shallreceive NIS 50,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Luzon shall be entitled socialbenefits and to other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage,including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreementand subject to certain conditions, payments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance paymentsdue to Mr. Luzon. The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provideswritten notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Luzon’s employment without priorwritten notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment Agreement).Or KlesOn November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which Mr. Kleswill serve as our Chief Financial Officer. Pursuant to the terms of the Kles Employment Agreement, Mr. Kles shall receive NIS 30,000 per month as his base salary andshall be eligible to receive such bonus as determined by us. In addition, Mr. Kles shall be entitled to social benefits and other benefits, including, but not limited to,contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days,sick leave and expense reimbursement. Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to thepension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Kles. The term of the Kles Employment Agreement shall beeffective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of thetermination of such agreement. We may also terminate Mr. Kles’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined inthe Kles Employment Agreement).43Billy PardoOn November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant to which Ms.Pardo will serve as our Chief Product Officer. Pursuant to the terms of the Pardo Employment Agreement, Ms. Pardo shall receive NIS 40,000 per month as her basesalary and shall be eligible to receive such bonus as determined by us. In addition, Ms. Pardo shall be entitled to social benefits and other benefits, including, butnot limited to, contributions towards an education fund, pension scheme, manager’s insurance ,insurance coverage, including insurance in case of disability, annualvacation days, sick leave and expense reimbursement. Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments madeby us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Ms. Pardo. The term of the Pardo EmploymentAgreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days inadvance of the termination of such agreement. We may also terminate Ms. Pardo’s employment without prior written notice (or payment in lieu of such notice) forCause (as defined in the Pardo Employment Agreement).Eli WallesOn November 18, 2018, My Size Israel entered into an employment agreement with Eliyahu Walles, or the Walles Employment Agreement, pursuant towhich Mr. Walles will serve as our Chairman of the board of directors. Pursuant to the terms of the Walles Employment Agreement, Mr. Walles shall receive NIS35,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Walles shall be entitled to social benefits andother benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, includinginsurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Walles Employment Agreement and subjectto certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Walles. Theterm of the Walles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to theother party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Walles’ employment without prior written notice (orpayment in lieu of such notice) for Cause (as defined in the Walles Employment Agreement).On June 2, 2019, Mr. Walles tendered his resignation as Chairman of the board of directors, effective immediately. In connection with Mr. Walles’sresignation, the Company and Mr. Walles agreed to amend his employment agreement and subsequently entered into a Termination Agreement dated as of July 23,2019. Under the terms of the Termination Agreement, Mr. Walles’s term of employment with us cease as of June 1, 2019, the advance notice period was amended tofour months such that Mr. Walles shall be entitled to receive four monthly salaries, and the termination date of all vested options granted to Mr. Walles wasextended until June 1, 2020.Outstanding Equity Awards at Fiscal YearEndThe following table provides information regarding options held by each of our named executive officers that were outstanding as of December 31, 2019.Option AwardsName and Principal PositionNumber ofSecuritiesUnderlyingUnexercisedOptionsExercisableNumber ofSecuritiesUnderlyingUnexercisedOptionsUnexercisableOptionExercisePriceOptionExpirationDateEli Walles – Former Chairman of the Board20,000(1)$18.157/24/2022Ronen Luzon Chief Executive Officer10,000(1)$18.157/24/202228,889(2)11,112$11.45/29/2024Or Kles – Chief Financial Officer5,667(3)$18.157/24/20224,000(4)10,000$11.45/29/2024Billy Pardo Chief Operating Officer10,000(1)$18.157/24/202216,667(5)5,667$11.45/29/2024(1)The option has a grant date of July 24, 2017 and vested in full on January 24, 2018. Mr. Walles’ term of employment with the Company ceased as of June 1,2019.(2)The option has a grant date of May 29, 2019. 6,667 options vested immediately upon grant, 11,111 options vested on January 24, 2019, 11,111 options will veston January 24, 2020 and 11,111 options will vest on January 24, 2021.(3)The option has a grant date of July 24, 2017. 1,889 options vested immediately upon grant, 1,889 options vested on May 1, 2018 and 1,889 options vested onMay 1, 2019.(4)The option has a grant date of May 29, 2019. 4,000 options vested immediately upon grant, 3,333 options will vest on May 1, 2020, 3,333 options will vest onMay 21, 2021 and 3,334 options will vest on May 1, 2022.(5)The option has a grant date of May 29, 2019. 5,334 options vested immediately upon grant, 5,666 options vested on January 24, 2019, 5,667 options will veston January 24, 2020 and 5,667 options will vest on January 24, 2021.44Director CompensationThe following table sets forth compensation information for our nonemployee directors for the year ended December 31, 2019.NameFees earned orpaid incash ($)(1)Optionawards($)(1)Total($)Oren Elmalih15,44811,37926,827Oron Barnitzky15,08311,37926,462Arik Kaufman14,71311,37926,092(1)Fees for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6 respectively.(2)Amounts in this column represent the grant date fair value of options granted to the nonemployee directors during 2019, computed in accordance with FASBASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the nonemployee directors. The assumptions madein valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.We compensate our nonemployee directors for their service as a member of our board. Mr. Walles, our former Chairman, and Mr. Luzon received noseparate compensation for board service. Mr. Walles’ and Mr. Luzon’s compensation is set forth above in the Summary Compensation Table.Each nonemployee director is entitled to receive a per meeting fee of $286. Nonemployee directors are also reimbursed for their travel and reasonable outofpocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is required by the board or the committee(s)on which that director serves.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSecurity Ownership of Certain Beneficial Holders and ManagementThe following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 1, 2020 by (i) each personknown to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directorsand executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to allshares beneficially owned, subject to community property laws, where applicable.Beneficial Owner(1)Shares ofCommon StockBeneficiallyOwnedPercentage(2)5% Holder:Shoshana Zigdon233,3349.0%Executive officers and directors:Ronen Luzon182,619(3)6.8%Or Kles9,667(4)*Billy Pardo182,619(5)6.8%Ilia (Eli) Turchinsky1,893(6)*Arik Kaufman2,344(7)*Oren Elmaliah2,344(8)*Oron Branitzky2,344(9)*All Executive Officers and Directors as a Group (8 persons)201,1817.5%*Less than 1%(1)The address of each person is c/o My Size, Inc., 4 Hayarden St., POB 1026, Airport City, Israel 7010000 unless otherwise indicated herein.45(2)The calculation in this column is based upon 2,600,701 shares of common stock outstanding on March 1, 2020. Beneficial ownership is determined inaccordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock thatare currently exercisable or exercisable within 60 days of March 1, 2020 are deemed to be beneficially owned by the person holding such securities for thepurpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentagebeneficial ownership of any other person.(3)Consists of (i) 117,064 shares of common stock, (ii) options to purchase up to 38,890 shares of our common stock, and (iii) options to purchase up to 26,665shares of our common stock which are held by Billy Pardo, Ronen Luzon’s spouse. Mr. Luzon may be deemed to beneficially hold the securities of us held byMs. Pardo.(4)Consists of an option to purchase 9,667 shares of our common stock.(5)Consists of (i) options to purchase up to 26,665 shares of the Company’s common stock, (ii) 117,064 shares of common stock which are held by Ronen Luzon,Billy Pardo’s spouse, and (iii) options to purchase up to 38,890 shares of our common stock which are held by Ronen Luzon, Billy Pardo’s spouse. Ms. Pardomay be deemed to beneficially hold the securities of the Company held by Mr. Luzon.(6)Consists of options to purchase up to 1,893 shares of our common stock.(7)Consists of options to purchase up to 2,334 shares of our common stock.(8)Consists of options to purchase up to 2,334 shares of our common stock.(9)Consists of options to purchase up to 2,334 shares of our common stock.Change in ControlWe are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including anypledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control.Securities Authorized for Issuance Under Equity Compensation PlansOn January 29, 2017, our board of directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan, which were approvedby our stockholders on March 21, 2017. In addition, on January 29, 2017, our board of directors approved the Stock Option Plan Israel Grantees SubPlan. The 2017Equity Incentive Plan initially authorized the issuance of up to 2,000,000 shares of common stock under the plan and the 2017 Consultant Equity Incentive Planinitially authorized the issuance of up to 3,000,000 shares of common stock under the plan. On February 12, 2018, our stockholders approved an amendment to the2017 Consultant Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance under the plan from 3,000,000 to4,500,000. On July 3, 2018, our stockholders approved an amendment to the 2017 Equity Incentive Plan to increase the maximum number of shares of our commonstock available for issuance under the plan from 2,000,000 to 3,000,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximumnumber of shares of our common stock available for issuance under the plan from 4,500,000 to 7,000,000.The following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31, 2019. Number of securities to be issued upon exerciseof outstandingoptions, warrants andrights(a)Weighted averageexercise price of outstandingoptions, warrants and rights (b)Number of securities remainingavailable for future issuanceunder equitycompensationplans (excludingsecurities reflected incolumn (a) (c)Equity compensation plans approved by security holders198,34314.44315,928Equity compensation plans not approved by security holders76,66751.7Total275,01026.1315,92846ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEDuring years ended December 31, 2019 and 2018, except for compensation arrangements described elsewhere herein, we did not participate in anytransaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of$120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors,officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect materialinterest.Compensation arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation.”Indemnification Agreements and Directors’ and Officers’ Liability InsuranceWe have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us toindemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise byreason of their service to us or at our direction, and to advance expenses incurred as a result of any proceedings against them as to which they could beindemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicablesecurities laws.Director IndependenceSee “Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion regarding theindependence of the members of our board of directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESThe following table sets forth the aggregate fees billed by Somekh Chaikin, a member firm of KPMG International as described below:Fee Category20192018Audit Fees111,00095,213AuditRelated FeesTax Fees10,5009,300All Other Fees10,000Total Fees121,500114,513Audit Fees: Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial statements, thereview of interim consolidated financial statements, and related services that are normally provided in connection with registration statements, including theregistration statement for S1 and S3.Tax Fees: Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent registeredpublic accounting firm.All Other Fees: All Other Fees for 2018 consist of professional services for a transfer pricing study.PreApproval Policies and ProceduresIn accordance with the SarbanesOxley Act of 2002, as amended, our audit committee charter requires the audit committee to preapprove all audit andpermitted nonaudit services provided by our independent registered public accounting firm, including the review and approval in advance of our independentregistered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authorityto preapprove nonaudit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the auditcommittee must report to the full audit committee at the next audit committee meeting all items preapproved by such delegated members. In the fiscal years endedDecember 31, 2019 and December 31, 2018 all of the services performed by our independent registered public accounting firm were preapproved by the auditcommittee. 47PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a)Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b)ExhibitsSee Exhibit IndexITEM 16. FORM 10K SUMMARYNot applicable EXHIBIT INDEXExhibitNumberDescription3.1Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Form onForm 8K filed on March 23, 2017)3.2Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10K filed onMarch 4, 2016)3.3Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current Report onForm 8K filed on February 20, 2018)3.4Second Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8Kfiled on April 24, 2018)4.1Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S3/A filed onNovember 14, 2016)4.2Form of Warrant to Purchase Common Stock issued on December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Company’s RegistrationStatement on Form S1/A filed on December 18, 2017)4.3Form of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Reporton Form 10K filed on March 27, 2019)4.4*Description of Securities Registered under Section 1210.1My Size, Inc. 2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14Afiled on March 2, 2017)10.2My Size, Inc. 2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement onSchedule DEF 14A filed on March 2, 2017)10.3My Size, Inc. 2017 Stock Option Plan Israel Grantees SubPlan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form10K filed on March 27, 2019)10.4Form of Securities Purchase Agreement (incorporated by reference as Exhibit 99.1 to the Company’s Registration Statement on Form S3 filed onSeptember 20, 2016)10.5Form of Warrant (incorporated by reference as Exhibit 99.3 to the Company’s Registration Statement on Form S3 filed on September 20, 2016)10.6Cooperation Agreement between My Size and In Situ S.A. dated as of November 7, 2014 (incorporated by reference to Exhibit 10.1 to the Company’sAnnual Report on Form 10K filed on March 4, 2016)10.7Purchase Agreement between My Size, Inc. and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to theCompany’s Annual Report on Form 10K filed on March 4, 2016)10.8Contract for Services Regarding the Preparation of Public Funding Applications between My Size, Inc. and PNO Polska Sp. z o.o. dated as ofFebruary 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10K filed on April 14, 2017)10.9Form of Securities Purchase Agreement dated February 13, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statementon Form S3 filed on March 3, 2017)10.10Warrant issued to Longside Ventures LLC dated February 22, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s RegistrationStatement on Form S3 filed on March 3, 2017)48ExhibitNumberDescription10.11Technology and License Agreement dated as of March 4, 2016 between My Size, Inc. and LSY International, Inc. (incorporated by reference toExhibit 10.1 to the Company’s Current Report on Form 8K filed on March 7, 2016).10.12Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on August 22, 2017)10.13Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8K filed on August 22, 2017)10.14Form of Securities Purchase Agreement dated October 26, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on October 27, 2017)10.15Form of Warrant issued October 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on October27, 2017)10.16Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S1/A filed onDecember 19, 2017)10.17Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8K filed on December 20,2017)10.18Form of LeakOut Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on December 20, 2017)10.19Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on February 1,2018)10.20Form of LeakOut Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.21Form of LockUp Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.22 +Employment Agreement between My Size Israel 2014 Ltd. and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 tothe Company’s Quarterly Report on Form 10Q filed on November 19, 2018)10.23 +Employment Agreement between My Size Israel 2014 Ltd. and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.24 +Employment Agreement between My Size Israel 2014 Ltd. and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.25 +Termination Agreement between My Size Israel 2014 Ltd. and Eli Walles dated July 23, 2019 (incorporated by reference to Exhibit 10.1 to theCompany’s Quarterly Report on Form 10Q filed on August 8, 2019)10.26At the Market Offering Agreement between My Size, Inc. and H.C. Wainwright & Co. LLC dated September 13, 2019 (incorporated by reference toExhibit 1.1 to the Company’s Current Report on Form 8K filed on September 13, 2019)10.27Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on January 15,2020)10.28Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on January 15, 2020)10.29Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on January 15,2020)21.1List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10K filed on March 21, 2018)23.1*Consent of Somekh Chaikin31.1*Certification of the Chief Executive Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200231.2*Certification of the Chief Financial Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200232.1*Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a14(b) of the Exchange Act and 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the SarbanesOxley Act of 2002101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Schema101.CAL*XBRL Taxonomy Calculation Linkbase101.DEF*XBRL Taxonomy Definition Linkbase101.LAB*XBRL Taxonomy Label Linkbase101.PRE*XBRL Taxonomy Presentation Linkbase*Filed herewith.+Indicates a management contract or any compensatory plan, contract or arrangement49SIGNATURESPursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10K to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of March, 2020.MY SIZE, INC./s/ Ronen LuzonRonen LuzonChief Executive Officer (Principle Executive Officer) /s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10K has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated.SignatureTitleDate/s/ Ronen LuzonChief Executive Officer and DirectorMarch 19, 2020Ronen Luzon(Principle Executive Officer)/s/ Or KlesChief Financial OfficerMarch 19, 2020Or Kles(Principal Financial and Accounting Officer)/s/ Oren ElmaliahDirectorMarch 19, 2020Oren Elmaliah/s/ Arik KaufmanDirectorMarch 19, 2020Arik Kaufman/s/ Oron BranitzkyDirectorMarch 19, 2020Oron Branitzky50EX4.4 2 f10k2019ex44_mysizeinc.htm DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12Exhibit 4.4DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934As of December 31, 2019, My Size, Inc. (the “Company”, “we” or “our”) had one class of securities, its common stock, registered under Section 12 of theSecurities Exchange Act of 1934, as amended.GeneralThe following description of our capital stock summarizes the material terms and provisions of our common stock. For the complete terms of our commonstock, please refer to our Certificate of Incorporation and our Bylaws that are incorporated by reference into our most recent annual report on Form 10K. The termsof our capital stock may also be affected by Delaware General Corporation Law (“DGCL”). The summary below is qualified in its entirety by reference to ourCertificate of Incorporation and our Bylaws.Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share.Common StockHolders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of ourcommon stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors (the “Board” or “Board of Directors”) out of legallyavailable funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of our company. Upon liquidation, dissolutionor windingup, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of orprovision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.AntiTakeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCLCertain provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect ofdiscouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might considerfavorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate ofIncorporation and Bylaws and Delaware law, as applicable, among other things:●provide the Board with the ability to alter the bylaws without stockholder approval;●place limitations on the removal of directors; and●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seekingto acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause ourmarket price of our common stock to decline.Advance Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,including proposed nominations of persons for election to our Board of Directors. Stockholders at any meeting will only be able to consider proposals ornominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board of Directors or by a stockholder who was astockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, inproper form, of the stockholder’s intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approveor disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may havethe effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer fromconducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.Interested Stockholder Transactions. We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business combinations”between a publiclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15%or more of a Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder.Limitations on Liability, Indemnification of Officers and Directors and InsuranceThe DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages forbreaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include such an exculpation provision. Our Certificate of Incorporation andBylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages foractions taken as a director or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the casemay be. Our Certificate of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subjectto our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation will expressly authorize us to carrydirectors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnificationprovisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty.These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, ifsuccessful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek nonmonetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under thefederal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement anddamage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding againstany of our directors, officers or employees for which indemnification is sought.Authorized but Unissued SharesOur authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for avariety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized butunissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger orotherwise.Stock Exchange ListingOur common stock is traded on the Nasdaq Capital Market under the symbol “MYSZ”.Transfer Agent and RegistrarThe Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone number ofVStock Transfer, LLC is (212) 8288436.EX23.1 3 f10k2019ex231_mysizeinc.htm CONSENT OF SOMEKH CHAIKINExhibit 23.1Somekh ChaikinKPMG Milennium Tower17 Ha’arba’a Street, PO Box 609Tel Aviv 6100601, Israel+972 3 684 8000Consent of Independent Registered Public Accounting FirmThe Board of DirectorsMy Size Inc.We consent to the incorporation by reference in the registration statements No. 333223042, No. 333222535, No. 333221199, No. 333216414 and No. 333213727 onForm S3 and registration statements No. 333222537 and No. 333227053 on form S8 and registration statement No. 333221741 on form S1 of My Size Inc. (the“Company”) of our report dated March 19, 2020 with respect to the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes, which report appears in the December 31, 2019 annual report on Form 10K of the Company.Our report dated March 19, 2020 contains an explanatory paragraph that states that the Company has incurred significant losses and negative cash flows fromoperations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements donot include any adjustments that might result from the outcome of that uncertainty.Our report refers to a change in the method of accounting for leases./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member firm of KPMG InternationalTel Aviv, IsraelMarch 19, 2020EX31.1 4 f10k2019ex311_mysizeinc.htm CERTIFICATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)EX31.2 5 f10k2019ex312_mysizeinc.htm CERTIFICATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Or Kles, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)EX32.1 6 f10k2019ex321_mysizeinc.htm CERTIFICATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the “Company”) on Form 10K for the year ended December 31, 2019 as filed with the Securities andExchange Commission on the date hereof (the “Report”), each of, Ronen Luzon and Or Kles, Chief Executive Officer and Chief Financial Officer of the Company,respectively, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Company’s Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)(3)Mr. Walles’ employment as our Chairman ceased as of June 1, 2019.All Other Compensation TableThe “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:NameYearAutomobileRelatedExpenses($)Manager’sInsurance*($)EducationFund*($)Other socialbenefits**($)Total($)Eli Walles20199,0007,0004,00053,00073,000201811,00021,00011,00013,00056,000Ronen Luzon201929,00030,00013,00051,000123,000201824,00026,00011,00012,00073,000Or Kles201915,00015,0008,0009,00047,00020186,00013,0007,00010,00036,000Billy Pardo201915,00020,00010,00022,00067,00020182,00026,00012,00010,00050,000*Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severancesavings (in accordance with Israeli law), defined contribution taxqualified pension savings and disability insurance premiums. An education fund is asavings fund of pretax contributions to be used after a specified period of time for educational or other permitted purposes.**Other social benefits for 2019 and 2018 for all named individuals includes tax payments in respect of social benefits, and additionally in 2018, for each ofRonen Luzon and Billy Pardo, includes a sum of $5,000 for travel related expenses. Other social benefits for Eli Walles in 2019 includes payment for thebalance of vacation days and for advance notice period.42Agreements with Named Executive OfficersRonen LuzonOn November 18, 2018, My Size Israel, our whollyowned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon EmploymentAgreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Pursuant to the terms of the Luzon Employment Agreement, Mr. Luzon shallreceive NIS 50,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Luzon shall be entitled socialbenefits and to other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage,including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreementand subject to certain conditions, payments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance paymentsdue to Mr. Luzon. The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provideswritten notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Luzon’s employment without priorwritten notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment Agreement).Or KlesOn November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which Mr. Kleswill serve as our Chief Financial Officer. Pursuant to the terms of the Kles Employment Agreement, Mr. Kles shall receive NIS 30,000 per month as his base salary andshall be eligible to receive such bonus as determined by us. In addition, Mr. Kles shall be entitled to social benefits and other benefits, including, but not limited to,contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days,sick leave and expense reimbursement. Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to thepension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Kles. The term of the Kles Employment Agreement shall beeffective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of thetermination of such agreement. We may also terminate Mr. Kles’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined inthe Kles Employment Agreement).43Billy PardoOn November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant to which Ms.Pardo will serve as our Chief Product Officer. Pursuant to the terms of the Pardo Employment Agreement, Ms. Pardo shall receive NIS 40,000 per month as her basesalary and shall be eligible to receive such bonus as determined by us. In addition, Ms. Pardo shall be entitled to social benefits and other benefits, including, butnot limited to, contributions towards an education fund, pension scheme, manager’s insurance ,insurance coverage, including insurance in case of disability, annualvacation days, sick leave and expense reimbursement. Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments madeby us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Ms. Pardo. The term of the Pardo EmploymentAgreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days inadvance of the termination of such agreement. We may also terminate Ms. Pardo’s employment without prior written notice (or payment in lieu of such notice) forCause (as defined in the Pardo Employment Agreement).Eli WallesOn November 18, 2018, My Size Israel entered into an employment agreement with Eliyahu Walles, or the Walles Employment Agreement, pursuant towhich Mr. Walles will serve as our Chairman of the board of directors. Pursuant to the terms of the Walles Employment Agreement, Mr. Walles shall receive NIS35,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Walles shall be entitled to social benefits andother benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, includinginsurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Walles Employment Agreement and subjectto certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Walles. Theterm of the Walles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to theother party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Walles’ employment without prior written notice (orpayment in lieu of such notice) for Cause (as defined in the Walles Employment Agreement).On June 2, 2019, Mr. Walles tendered his resignation as Chairman of the board of directors, effective immediately. In connection with Mr. Walles’sresignation, the Company and Mr. Walles agreed to amend his employment agreement and subsequently entered into a Termination Agreement dated as of July 23,2019. Under the terms of the Termination Agreement, Mr. Walles’s term of employment with us cease as of June 1, 2019, the advance notice period was amended tofour months such that Mr. Walles shall be entitled to receive four monthly salaries, and the termination date of all vested options granted to Mr. Walles wasextended until June 1, 2020.Outstanding Equity Awards at Fiscal YearEndThe following table provides information regarding options held by each of our named executive officers that were outstanding as of December 31, 2019.Option AwardsName and Principal PositionNumber ofSecuritiesUnderlyingUnexercisedOptionsExercisableNumber ofSecuritiesUnderlyingUnexercisedOptionsUnexercisableOptionExercisePriceOptionExpirationDateEli Walles – Former Chairman of the Board20,000(1)$18.157/24/2022Ronen Luzon Chief Executive Officer10,000(1)$18.157/24/202228,889(2)11,112$11.45/29/2024Or Kles – Chief Financial Officer5,667(3)$18.157/24/20224,000(4)10,000$11.45/29/2024Billy Pardo Chief Operating Officer10,000(1)$18.157/24/202216,667(5)5,667$11.45/29/2024(1)The option has a grant date of July 24, 2017 and vested in full on January 24, 2018. Mr. Walles’ term of employment with the Company ceased as of June 1,2019.(2)The option has a grant date of May 29, 2019. 6,667 options vested immediately upon grant, 11,111 options vested on January 24, 2019, 11,111 options will veston January 24, 2020 and 11,111 options will vest on January 24, 2021.(3)The option has a grant date of July 24, 2017. 1,889 options vested immediately upon grant, 1,889 options vested on May 1, 2018 and 1,889 options vested onMay 1, 2019.(4)The option has a grant date of May 29, 2019. 4,000 options vested immediately upon grant, 3,333 options will vest on May 1, 2020, 3,333 options will vest onMay 21, 2021 and 3,334 options will vest on May 1, 2022.(5)The option has a grant date of May 29, 2019. 5,334 options vested immediately upon grant, 5,666 options vested on January 24, 2019, 5,667 options will veston January 24, 2020 and 5,667 options will vest on January 24, 2021.44Director CompensationThe following table sets forth compensation information for our nonemployee directors for the year ended December 31, 2019.NameFees earned orpaid incash ($)(1)Optionawards($)(1)Total($)Oren Elmalih15,44811,37926,827Oron Barnitzky15,08311,37926,462Arik Kaufman14,71311,37926,092(1)Fees for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS 3.56 and NIS3.6 respectively.(2)Amounts in this column represent the grant date fair value of options granted to the nonemployee directors during 2019, computed in accordance with FASBASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the nonemployee directors. The assumptions madein valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.We compensate our nonemployee directors for their service as a member of our board. Mr. Walles, our former Chairman, and Mr. Luzon received noseparate compensation for board service. Mr. Walles’ and Mr. Luzon’s compensation is set forth above in the Summary Compensation Table.Each nonemployee director is entitled to receive a per meeting fee of $286. Nonemployee directors are also reimbursed for their travel and reasonable outofpocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is required by the board or the committee(s)on which that director serves.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSecurity Ownership of Certain Beneficial Holders and ManagementThe following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 1, 2020 by (i) each personknown to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directorsand executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to allshares beneficially owned, subject to community property laws, where applicable.Beneficial Owner(1)Shares ofCommon StockBeneficiallyOwnedPercentage(2)5% Holder:Shoshana Zigdon233,3349.0%Executive officers and directors:Ronen Luzon182,619(3)6.8%Or Kles9,667(4)*Billy Pardo182,619(5)6.8%Ilia (Eli) Turchinsky1,893(6)*Arik Kaufman2,344(7)*Oren Elmaliah2,344(8)*Oron Branitzky2,344(9)*All Executive Officers and Directors as a Group (8 persons)201,1817.5%*Less than 1%(1)The address of each person is c/o My Size, Inc., 4 Hayarden St., POB 1026, Airport City, Israel 7010000 unless otherwise indicated herein.45(2)The calculation in this column is based upon 2,600,701 shares of common stock outstanding on March 1, 2020. Beneficial ownership is determined inaccordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock thatare currently exercisable or exercisable within 60 days of March 1, 2020 are deemed to be beneficially owned by the person holding such securities for thepurpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentagebeneficial ownership of any other person.(3)Consists of (i) 117,064 shares of common stock, (ii) options to purchase up to 38,890 shares of our common stock, and (iii) options to purchase up to 26,665shares of our common stock which are held by Billy Pardo, Ronen Luzon’s spouse. Mr. Luzon may be deemed to beneficially hold the securities of us held byMs. Pardo.(4)Consists of an option to purchase 9,667 shares of our common stock.(5)Consists of (i) options to purchase up to 26,665 shares of the Company’s common stock, (ii) 117,064 shares of common stock which are held by Ronen Luzon,Billy Pardo’s spouse, and (iii) options to purchase up to 38,890 shares of our common stock which are held by Ronen Luzon, Billy Pardo’s spouse. Ms. Pardomay be deemed to beneficially hold the securities of the Company held by Mr. Luzon.(6)Consists of options to purchase up to 1,893 shares of our common stock.(7)Consists of options to purchase up to 2,334 shares of our common stock.(8)Consists of options to purchase up to 2,334 shares of our common stock.(9)Consists of options to purchase up to 2,334 shares of our common stock.Change in ControlWe are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including anypledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control.Securities Authorized for Issuance Under Equity Compensation PlansOn January 29, 2017, our board of directors approved the 2017 Equity Incentive Plan and the 2017 Consultant Equity Incentive Plan, which were approvedby our stockholders on March 21, 2017. In addition, on January 29, 2017, our board of directors approved the Stock Option Plan Israel Grantees SubPlan. The 2017Equity Incentive Plan initially authorized the issuance of up to 2,000,000 shares of common stock under the plan and the 2017 Consultant Equity Incentive Planinitially authorized the issuance of up to 3,000,000 shares of common stock under the plan. On February 12, 2018, our stockholders approved an amendment to the2017 Consultant Equity Incentive Plan to increase the maximum number of shares of our common stock available for issuance under the plan from 3,000,000 to4,500,000. On July 3, 2018, our stockholders approved an amendment to the 2017 Equity Incentive Plan to increase the maximum number of shares of our commonstock available for issuance under the plan from 2,000,000 to 3,000,000 and an amendment to the 2017 Consultant Equity Incentive Plan to increase the maximumnumber of shares of our common stock available for issuance under the plan from 4,500,000 to 7,000,000.The following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31, 2019. Number of securities to be issued upon exerciseof outstandingoptions, warrants andrights(a)Weighted averageexercise price of outstandingoptions, warrants and rights (b)Number of securities remainingavailable for future issuanceunder equitycompensationplans (excludingsecurities reflected incolumn (a) (c)Equity compensation plans approved by security holders198,34314.44315,928Equity compensation plans not approved by security holders76,66751.7Total275,01026.1315,92846ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEDuring years ended December 31, 2019 and 2018, except for compensation arrangements described elsewhere herein, we did not participate in anytransaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of$120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors,officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect materialinterest.Compensation arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation.”Indemnification Agreements and Directors’ and Officers’ Liability InsuranceWe have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us toindemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise byreason of their service to us or at our direction, and to advance expenses incurred as a result of any proceedings against them as to which they could beindemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicablesecurities laws.Director IndependenceSee “Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion regarding theindependence of the members of our board of directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESThe following table sets forth the aggregate fees billed by Somekh Chaikin, a member firm of KPMG International as described below:Fee Category20192018Audit Fees111,00095,213AuditRelated FeesTax Fees10,5009,300All Other Fees10,000Total Fees121,500114,513Audit Fees: Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial statements, thereview of interim consolidated financial statements, and related services that are normally provided in connection with registration statements, including theregistration statement for S1 and S3.Tax Fees: Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent registeredpublic accounting firm.All Other Fees: All Other Fees for 2018 consist of professional services for a transfer pricing study.PreApproval Policies and ProceduresIn accordance with the SarbanesOxley Act of 2002, as amended, our audit committee charter requires the audit committee to preapprove all audit andpermitted nonaudit services provided by our independent registered public accounting firm, including the review and approval in advance of our independentregistered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authorityto preapprove nonaudit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the auditcommittee must report to the full audit committee at the next audit committee meeting all items preapproved by such delegated members. In the fiscal years endedDecember 31, 2019 and December 31, 2018 all of the services performed by our independent registered public accounting firm were preapproved by the auditcommittee. 47PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a)Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b)ExhibitsSee Exhibit IndexITEM 16. FORM 10K SUMMARYNot applicable EXHIBIT INDEXExhibitNumberDescription3.1Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Form onForm 8K filed on March 23, 2017)3.2Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10K filed onMarch 4, 2016)3.3Amendment to Amended and Restated Certificate of Incorporation of My Size, Inc. (incorporated by reference to the Company’s Current Report onForm 8K filed on February 20, 2018)3.4Second Amended and Restated ByLaws of My Size, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8Kfiled on April 24, 2018)4.1Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S3/A filed onNovember 14, 2016)4.2Form of Warrant to Purchase Common Stock issued on December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Company’s RegistrationStatement on Form S1/A filed on December 18, 2017)4.3Form of Warrant to Purchase Common Stock issued on February 2, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Reporton Form 10K filed on March 27, 2019)4.4*Description of Securities Registered under Section 1210.1My Size, Inc. 2017 Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement on Schedule DEF 14Afiled on March 2, 2017)10.2My Size, Inc. 2017 Consultant Equity Incentive Plan (incorporated by reference as an exhibit to the Company’s Definitive Proxy Statement onSchedule DEF 14A filed on March 2, 2017)10.3My Size, Inc. 2017 Stock Option Plan Israel Grantees SubPlan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form10K filed on March 27, 2019)10.4Form of Securities Purchase Agreement (incorporated by reference as Exhibit 99.1 to the Company’s Registration Statement on Form S3 filed onSeptember 20, 2016)10.5Form of Warrant (incorporated by reference as Exhibit 99.3 to the Company’s Registration Statement on Form S3 filed on September 20, 2016)10.6Cooperation Agreement between My Size and In Situ S.A. dated as of November 7, 2014 (incorporated by reference to Exhibit 10.1 to the Company’sAnnual Report on Form 10K filed on March 4, 2016)10.7Purchase Agreement between My Size, Inc. and Shoshana Zigdon dated as of February 16, 2014 (incorporated by reference to Exhibit 10.2 to theCompany’s Annual Report on Form 10K filed on March 4, 2016)10.8Contract for Services Regarding the Preparation of Public Funding Applications between My Size, Inc. and PNO Polska Sp. z o.o. dated as ofFebruary 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10K filed on April 14, 2017)10.9Form of Securities Purchase Agreement dated February 13, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statementon Form S3 filed on March 3, 2017)10.10Warrant issued to Longside Ventures LLC dated February 22, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s RegistrationStatement on Form S3 filed on March 3, 2017)48ExhibitNumberDescription10.11Technology and License Agreement dated as of March 4, 2016 between My Size, Inc. and LSY International, Inc. (incorporated by reference toExhibit 10.1 to the Company’s Current Report on Form 8K filed on March 7, 2016).10.12Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on August 22, 2017)10.13Form of Securities Purchase Agreement dated August 16, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8K filed on August 22, 2017)10.14Form of Securities Purchase Agreement dated October 26, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8K filed on October 27, 2017)10.15Form of Warrant issued October 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on October27, 2017)10.16Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S1/A filed onDecember 19, 2017)10.17Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8K filed on December 20,2017)10.18Form of LeakOut Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on December 20, 2017)10.19Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on February 1,2018)10.20Form of LeakOut Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.21Form of LockUp Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on February 1, 2018)10.22 +Employment Agreement between My Size Israel 2014 Ltd. and Ronen Luzon dated November 18, 2018 (incorporated by reference to Exhibit 10.1 tothe Company’s Quarterly Report on Form 10Q filed on November 19, 2018)10.23 +Employment Agreement between My Size Israel 2014 Ltd. and Or Kles dated November 18, 2018 (incorporated by reference to Exhibit 10.2 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.24 +Employment Agreement between My Size Israel 2014 Ltd. and Billy Pardo dated November 18, 2018 (incorporated by reference to Exhibit 10.3 to theCompany’s Quarterly Report on Form 10Q filed on November 19, 2018)10.25 +Termination Agreement between My Size Israel 2014 Ltd. and Eli Walles dated July 23, 2019 (incorporated by reference to Exhibit 10.1 to theCompany’s Quarterly Report on Form 10Q filed on August 8, 2019)10.26At the Market Offering Agreement between My Size, Inc. and H.C. Wainwright & Co. LLC dated September 13, 2019 (incorporated by reference toExhibit 1.1 to the Company’s Current Report on Form 8K filed on September 13, 2019)10.27Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8K filed on January 15,2020)10.28Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed on January 15, 2020)10.29Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8K filed on January 15,2020)21.1List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10K filed on March 21, 2018)23.1*Consent of Somekh Chaikin31.1*Certification of the Chief Executive Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200231.2*Certification of the Chief Financial Officer pursuant to Rule 13a14(a) of the Exchange Act, as adopted pursuant to Section 302 of the SarbanesOxley Act of 200232.1*Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a14(b) of the Exchange Act and 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the SarbanesOxley Act of 2002101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Schema101.CAL*XBRL Taxonomy Calculation Linkbase101.DEF*XBRL Taxonomy Definition Linkbase101.LAB*XBRL Taxonomy Label Linkbase101.PRE*XBRL Taxonomy Presentation Linkbase*Filed herewith.+Indicates a management contract or any compensatory plan, contract or arrangement49SIGNATURESPursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10K to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of March, 2020.MY SIZE, INC./s/ Ronen LuzonRonen LuzonChief Executive Officer (Principle Executive Officer) /s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10K has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated.SignatureTitleDate/s/ Ronen LuzonChief Executive Officer and DirectorMarch 19, 2020Ronen Luzon(Principle Executive Officer)/s/ Or KlesChief Financial OfficerMarch 19, 2020Or Kles(Principal Financial and Accounting Officer)/s/ Oren ElmaliahDirectorMarch 19, 2020Oren Elmaliah/s/ Arik KaufmanDirectorMarch 19, 2020Arik Kaufman/s/ Oron BranitzkyDirectorMarch 19, 2020Oron Branitzky50EX4.4 2 f10k2019ex44_mysizeinc.htm DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12Exhibit 4.4DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934As of December 31, 2019, My Size, Inc. (the “Company”, “we” or “our”) had one class of securities, its common stock, registered under Section 12 of theSecurities Exchange Act of 1934, as amended.GeneralThe following description of our capital stock summarizes the material terms and provisions of our common stock. For the complete terms of our commonstock, please refer to our Certificate of Incorporation and our Bylaws that are incorporated by reference into our most recent annual report on Form 10K. The termsof our capital stock may also be affected by Delaware General Corporation Law (“DGCL”). The summary below is qualified in its entirety by reference to ourCertificate of Incorporation and our Bylaws.Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share.Common StockHolders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of ourcommon stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors (the “Board” or “Board of Directors”) out of legallyavailable funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of our company. Upon liquidation, dissolutionor windingup, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of orprovision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.AntiTakeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCLCertain provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect ofdiscouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might considerfavorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the Certificate ofIncorporation and Bylaws and Delaware law, as applicable, among other things:●provide the Board with the ability to alter the bylaws without stockholder approval;●place limitations on the removal of directors; and●provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seekingto acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause ourmarket price of our common stock to decline.Advance Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,including proposed nominations of persons for election to our Board of Directors. Stockholders at any meeting will only be able to consider proposals ornominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board of Directors or by a stockholder who was astockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, inproper form, of the stockholder’s intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approveor disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws may havethe effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer fromconducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.Interested Stockholder Transactions. We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business combinations”between a publiclyheld Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15%or more of a Delaware corporation’s voting stock for a threeyear period following the date that such stockholder became an interested stockholder.Limitations on Liability, Indemnification of Officers and Directors and InsuranceThe DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages forbreaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include such an exculpation provision. Our Certificate of Incorporation andBylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages foractions taken as a director or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the casemay be. Our Certificate of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subjectto our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation will expressly authorize us to carrydirectors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnificationprovisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty.These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, ifsuccessful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek nonmonetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under thefederal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement anddamage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding againstany of our directors, officers or employees for which indemnification is sought.Authorized but Unissued SharesOur authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for avariety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized butunissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger orotherwise.Stock Exchange ListingOur common stock is traded on the Nasdaq Capital Market under the symbol “MYSZ”.Transfer Agent and RegistrarThe Transfer Agent and Registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone number ofVStock Transfer, LLC is (212) 8288436.EX23.1 3 f10k2019ex231_mysizeinc.htm CONSENT OF SOMEKH CHAIKINExhibit 23.1Somekh ChaikinKPMG Milennium Tower17 Ha’arba’a Street, PO Box 609Tel Aviv 6100601, Israel+972 3 684 8000Consent of Independent Registered Public Accounting FirmThe Board of DirectorsMy Size Inc.We consent to the incorporation by reference in the registration statements No. 333223042, No. 333222535, No. 333221199, No. 333216414 and No. 333213727 onForm S3 and registration statements No. 333222537 and No. 333227053 on form S8 and registration statement No. 333221741 on form S1 of My Size Inc. (the“Company”) of our report dated March 19, 2020 with respect to the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the relatedconsolidated statements of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the twoyear period ended December 31, 2019,and the related notes, which report appears in the December 31, 2019 annual report on Form 10K of the Company.Our report dated March 19, 2020 contains an explanatory paragraph that states that the Company has incurred significant losses and negative cash flows fromoperations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements donot include any adjustments that might result from the outcome of that uncertainty.Our report refers to a change in the method of accounting for leases./s/ Somekh ChaikinSomekh ChaikinCertified Public Accountants (Isr.)Member firm of KPMG InternationalTel Aviv, IsraelMarch 19, 2020EX31.1 4 f10k2019ex311_mysizeinc.htm CERTIFICATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)EX31.2 5 f10k2019ex312_mysizeinc.htm CERTIFICATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of theSarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule 15d14 under the Securities Exchange Act of 1934I, Or Kles, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant andhave:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)EX32.1 6 f10k2019ex321_mysizeinc.htm CERTIFICATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the “Company”) on Form 10K for the year ended December 31, 2019 as filed with the Securities andExchange Commission on the date hereof (the “Report”), each of, Ronen Luzon and Or Kles, Chief Executive Officer and Chief Financial Officer of the Company,respectively, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Company’s Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date: March 19, 2020By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Date: March 19, 2020By:/s/ Or KlesOr KlesChief Financial Officer(Principal Financial and Accounting Officer)

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